Tejas Networks Limited — Proxy Solicitation & Information Statement 2024

Jan 4, 2024

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January 04, 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: Meeting of the Equity Shareholders and Unsecured Creditors of Tejas Networks Limited ("Company") to be convened and held pursuant to the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench ("Tribunal")

This is to inform that by an order dated December 7, 2023 (‘Tribunal Order’) , the Hon'ble National Company Law Tribunal, Bengaluru Bench ("Tribunal") has directed to hold separate meetings of the Equity Shareholders and Unsecured Creditors of the Company for purpose of considering, and if thought fit, approving the Scheme of Amalgamation of Saankhya Labs Private Limited (‘Transferor Company No. 1’) and Saankhya Strategic Electronics Private Limited (‘Transferor Company No. 2’) with Tejas Networks Limited (‘Transferee Company’) and their respective Shareholders and Creditors (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) .

In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) , applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India, notice is hereby given that meetings of the Equity Shareholders and the Unsecured Creditors of the Company will be held through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) as under:

Class of meetings	Date of Meetings	Time of meetings
Equity Shareholders	Friday, February 9, 2024	10:00 a.m. (IST)
Unsecured Creditors		11:00 a.m. (IST)

We hereby enclose a copy of the Notice convening the Meeting of Equity Shareholders and Unsecured Creditors along with the Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations and applicable SEBI Circulars (together referred to as ‘Notice’ ).

The details such as manner of (i) casting vote through remote e-voting; and (ii) attending the meeting through VC/OAVM have been set out in the notice of the respective meetings. The period for remote e-voting prior to the Meeting commences on Monday, February 5, 2024, at 9:00 a.m. (IST) and ends on Thursday, February 8, 2024 at 5:00 p.m. (IST). NSDL will disable the remote e-voting system thereafter, the Company is also providing e-voting at the Meeting.

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Equity Shareholders

An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., January 31, 2024 only shall be entitled to exercise his/her/ its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial owner shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e., January 31, 2024.

Further, pursuant to the Orders, the Company is sending the Notice, Statement and Annexures by electronic mode only to those Members whose e-mail addresses are registered with the Company/Depository/Depository Participant/Registrar and Transfer Agent (‘RTA’) as on December 29, 2023. Physical copy of this Notice along with accompanying documents will be sent to those equity shareholders who request for the same.

The notice and statement of the Equity Shareholders meeting is also being made available on the Company's website at:

https://www.tejasnetworks.com/main-control/download/shareholders-notice-combined.pdf

Unsecured Creditors

An unsecured creditor, whose name is recorded in the list of unsecured creditors maintained by the Company as on the cut-off date, i.e., December 31, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the unsecured creditors. Voting rights of an unsecured creditor shall be in proportion to his/ her/ its amount owed by the Company as on the cut-off date i.e. December 31, 2023.

Further, pursuant to the Orders, the Company is sending the Notice, Statement and Annexures by Electronic and Physical mode to all the Unsecured Creditors whose e-mail and postal addresses are available with the Company as on September 30, 2023.

The notice and statement of the Unsecured Creditors meeting is also being made available on the Company's website at:

https://www.tejasnetworks.com/main-control/download/unsecured-creditors-notice-combined.pdf

Kindly take the above information on record.

Yours sincerely

For Tejas Networks Limited

Digitally signed by RANGACHARI RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.01.04 14:40:39 +05'30'

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

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TEJAS NETWORKS LIMITED

Corporate Identity Number (CIN) : L72900KA2000PLC026980

: Registered Office J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore - 560 100, Karnataka, India Tel : +91-80-4179 4600/700/800 | Fax: +91-80-2852 0201

Email : corporate@tejasnetworks.com | Website : www.tejasnetworks.com

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TEJAS NETWORKS LIMITED PURSUANT TO ORDER DATED DECEMBER 07, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING	MEETING
Day	Friday
Date	February 09, 2024
Time	10.00 a.m. (IST)
Mode of Meetng	Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”)
REMOTE E-VOTING
Start Date and Time	Monday, February 05, 2024 at 9.00 a.m. (IST)
End Date and Time	Thursday, February 08, 2024 at 5.00 p.m. (IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the equity shareholders of the Company during the meeting.

Sr. No.	CONTENTS	Page Nos.
1	Notce of Meetng of Equity Shareholders of Tejas Networks Limited under Secton(s) 230 to 232 of the Companies Act, 2013 (‘Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016 (‘CAA Rules’) (“Notce”)	3 - 14
2	Statement under Sectons 230 and 232 read with Secton 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016 (“CAA Rules”), SEBI (Listng Obligatons and Disclosure Requirements) Regulatons, 2015 read with applicable SEBI Circulars (“Statement”)	15 - 32
ANNEXURES
3	Annexure I Scheme of Amalgamaton of Saankhya Labs Private Limited (“Transferor Company 1”) and Saankhya Strategic Electronics Private Limited (“Transferor Company 2”) (Collectvely referred as_“Transferor Companies”_) with Tejas Networks Limited (“Company” or“Transferee Company”)and their respectve shareholders(“Scheme”)	33 - 48
4	Annexure II Copy of the consolidated and standalone fnancial statements (limited review) of the Company for the quarter and six months period ended September 30, 2023	49 - 60
5	Annexure III Copy of the consolidated (audited) and standalone fnancial statement (limited review) of Transferor Company 1 for the six months period ended September 30, 2023	61 - 99
6	Annexure IV Copy of audited fnancial statements for the six months period ended September 30, 2023 of Transferor Company 2	100 - 124

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7	Annexure V Report of the Board of Directors of the Company pursuant to Secton 232(2)(c) of the Act	125 - 130
8	Annexure VI Report of the Board of Directors of the Transferor Company 1 pursuant to Secton 232(2)(c) of the Act	131 - 133
9	Annexure VII Report of the Board of Directors of the Transferor Company 2 pursuant to Secton 232(2)(c) of the Act	134 - 136
10	Annexure VIII Share Exchange Rato Report dated September 29, 2022 issued by M/s. SPA Valuaton Advisors Private Limited (Registraton No. IBBI/RV-E/05/2021/148), Registered Valuer (“Share Exchange Rato Report”)	137 - 153
11	Annexure IX Fairness Opinion Report dated September 29, 2022 issued by M/s. VB Desai Financial Service limited, an Independent SEBI Registered Category – I Merchant Banker (SEBI Registraton No. INM 000002731) (“Fairness Opinion”), on the share exchange rato as recommended in the Share Exchange Rato Report	154 - 159
12	Annexure X Informaton pertaining to the Transferor Company 1 in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2018 along with certfcate issued by M/s.SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker	160 - 178
13	Annexure XI Informaton pertaining to the Transferor Company 2 in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2018 along with certfcate issued by M/s.SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker	179 - 193
14	Annexure XII Complaint report dated November 2, 2022 submited by the Company to BSELimited (“BSE”)	194 - 196
15	Annexure XIII Complaint report dated December 7, 2022 submited by the Company to Natonal Stock Exchange of India Limited(“NSE”)	197 - 199
16	Annexure XIV Observaton Leters dated July 06, 2023 issued by BSE	200 - 202
17	Annexure XV Observaton Leters dated July 06, 2023 issued by NSE	203 - 205
18	Annexure XVI Details of ongoing adjudicaton & recovery proceedings, prosecuton initated, and all other enforcement acton taken against the Company, its promoters and directors	206 - 212

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with applicable SEBI Circulars and Annexure I to Annexure XVI (page nos. 33 to 212) constitute a single and complete set of documents and should be read together as they form an integral part of this document .

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FORM NO. CAA. 2 [Pursuant to Section 230 (3) and Rule 6 and 7]

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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

BENGALURU BENCH

CA (CAA) NO. 29/BB/ 2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

TEJAS NETWORKS LIMTED, a company incorporated ) under the provisions of Companies Act, 1956 having ) Corporate Identity Number: L72900KA2000PLC026980 ) and its registered office at J P Software Park, Plot No 25, ) Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur ) Hobli Bangalore - 560 100, Karnataka, India ) … Company / Transferee Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TEJAS NETWORKS LIMITED

To, The Equity Shareholders of Tejas Networks Limited

1. NOTICE is hereby given that, in accordance with the Order dated December 07, 2023 in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) (“ Tribunal Order ”), a Meeting of the Equity Shareholders of the Company, will be held for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Saankhya Labs Private Limited (“ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) (Collectively hereinafter referred as “ Transferor Companies ”) with Tejas Networks Limited (“ Company” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) on Friday, February 09, 2024 at 10.00 a.m. (IST) (“Meeting”) .

2. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Equity Shareholders of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) without the physical presence of the equity shareholders at a common venue, following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022, General Circular No. 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India and any other circular as may be issued in this regard (collectively referred to as “ MCA Circulars ”) , the applicable provisions of the Companies Act, 2013 (“ Act ”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“ SS-2 ”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act as amended:

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“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in Scheme of Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited with Tejas Networks Limited and their respective shareholders (“ Scheme ”) be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the amalgamation embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from equity shareholders of the Company.

1. TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through e-voting system available at the Meeting to be held virtually (“ e-Voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-Voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of votng	Monday, February 05, 2024 at 9.00 a.m. (IST)
End of votng	Thursday, February 08, 2024 at 5.00 p.m. (IST)

1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Wednesday, January 31, 2024 (“Cut-off Date") only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the cut-off date, should treat the Notice for information purpose only.

2. A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Transferee Company and can be accessed at www.tejasnetworks.com the website of National Securities Depository Limited ( “NSDL” ) viz. www.nsdl.co.in, being the agency appointed by the Transferee Company, which will provide the facility of voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www.nseindia.com.

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1. The Tribunal has appointed Mr. Uday Shankar R M, Advocate, to be the Chairperson for the said Meeting including for any adjournment or adjournments thereof and Mr. Pradeep Kulkarni, (Membership No. 7260 and CP No. 7835) Practicing Company Secretary, to be the Scrutinizer for the Meeting.

2. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/- Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore, 560 100, Karnataka India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com/ E-mail: coporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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Notes for meetng of Equity Shareholders of the Company

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) vide its Order dated December 07, 2023 (“ Tribunal Order ”), the Meeting of the equity shareholders of the Company is being conducted through video conferencing (“ VC ”) / other audio-visual means (“ OAVM ”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company.

2. The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rule 6 of the CAA Rules read with SEBI Listing Regulations in respect of the business set out in the Notice of the Meeting is annexed hereto. The Meeting will be conducted in compliance with the applicable provisions of the Tribunal Order, SEBI Listing Regulations, Act, SS-2 and other applicable laws.

3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA / Depositories as on the cut-off date, i.e. Wednesday, January 31, 2024 shall be entitled to exercise his/ her / its voting rights on the resolution proposed in the Notice and attend the meeting. A person who is not an shareholder as on the cut-off date, should treat the Notice for information purpose only.

4. Since this Meeting is being held through VC / OAVM, physical attendance of equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

6. Shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of Section 103 of the Act.

7. In terms of the directions contained in the Order, the Notice convening the Meeting is being published by Company through advertisement in the Financial Express in English language, having nationwide circulation and in the Vishwavani in Kannada language having circulation in Bengaluru, indicating the day, date and time of the Meeting.

8. As per the directions of the Tribunal Order and in compliance with MCA and SEBI Circulars , the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mode to those shareholders as on December 29, 2023 whose email addresses are registered with the Company/ Depositories/RTA. Physical copy of this Notice along with accompanying documents will be sent to those equity shareholders who request for the same.

9. The shareholders may note that the aforesaid documents are also available on the website of the Company at: www.tejasnetworks.com and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com, being the agency appointed by the Company to provide VC/OAVM and e-voting facility for the Meeting.

If so desired, shareholders may obtain a physical copy of the Notice and the accompanying documents free of charge, between 10:00 a.m. to 3:00 p.m. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the Meeting from the Registered Office of the Company. A written request in this regard, along with details of your shareholding in the Company, may be addressed to the Company Secretary at corporate@tejasnetworks.com.

1. Body Corporates are permitted to appoint authorised representative(s), in pursuance of Section 112 and 113 of the Act to attend the Meeting through VC / OAVM and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorisation, duly signed, is emailed to the Scrutinizer at pbk@sreedharancs.com with a copy marked to “NSDL” at evoting@nsdl.com and corporate@tejasnetworks.com not later than 48 hours before the scheduled time of the commencement of the Meeting.

2. Mr. Pradeep Kulkarni, (Membership No. 7260 and CP No. 7835), Practicing Company Secretary shall act as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

3. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting or to any other person so authorized by him (in writing), who shall countersign the

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same. The result of e-voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.tejasnetworks.com and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.

1. In accordance with the provisions of Sections 230 – 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority in number representing three fourth in value of the equity shareholders (which includes Public Shareholders) of the Company by e-voting, agree to the Scheme.

2. Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the shareholders from the date of circulation of this Notice up to the date of Meeting. Shareholders seeking to inspect such documents can access the same on the website of the Company at: www.tejasnetworks.com.

3. SEBI vide its circular dated April 20, 2018 has mandated registration of Permanent Account Number (“PAN”) and Bank Account details for shareholders holding securities in physical form. Further SEBI vide its circular dated November 03, 2021 and December 14, 2021 has mandated shareholders holding securities in physical form to furnish PAN, Nomination Details, Contact details (Address with PIN, Mobile number and Email address), Bank account details (bank name, branch name, account number and IFS code) and Specimen signature before they could avail any investor service. The relevant forms prescribed by SEBI for furnishing the above details are available on the website of the Company. The concerned shareholders are requested to register / update the above mentioned details by submitting the prescribed forms duly filled and signed by the registered holders, by e-mail from their registered e-mail address to corporate@tejasnetworks.com or by submitting a physical copy thereof to the RTA, Link Intime India Private Limited (Unit: Tejas Networks Limited) C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 Maharashtra, India.

4. Shareholders holding shares in dematerialised (“demat”) mode are requested to register / update their PAN, Nomination Details, Contact details (Address with PIN, Mobile number and Email address), Bank account details (bank name, branch name, account number and IFS code) and Specimen signature with the relevant Depository Participant.

5. Shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-voting; Meeting through VC / OAVM; E-voting at the Meeting

1. The facility of attending Meeting through VC/OAVM is being provided by National Securities Depository Limited (NSDL). The facility of casting votes by a shareholder using electronic means, i.e. (i) remote e-voting and (ii) e-voting at the Meeting, (hereinafter referred to as “e-voting”) is also being provided by NSDL. The procedure for attending the Meeting through VC / OAVM and for e-voting is given in the Notes below.

2. Voting rights of a shareholder shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut- off date i.e. January 31, 2024.

3. The remote e-voting period will commence at 9:00 a.m. (IST) on Monday, February 05, 2024 and end at 5:00 p.m. (IST) on Thursday, February 08, 2024. The remote e-voting module shall be disabled by NSDL thereafter. During the remote e-voting period, shareholders of the Company, holding shares either in physical form or demat form, as on the Cut-off date may cast their vote electronically.

4. Shareholders attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. The shareholders who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

5. Only those shareholders, who are present in the Meeting through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available at the Meeting.

6. If any votes are cast by the shareholders through the e-voting available at the Meeting and if the same shareholders have not participated in the Meeting through VC / OAVM, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting at the Meeting is available only to the shareholders attending the Meeting.

7. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

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1. Body Corporates / Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are requested to send a certified true copy of the Board Resolution / Power of Attorney / Authority letter, etc. (PDF/ JPG Format) to Scrutinizer at pbk@sreedharancs.com and / or Company at corporate@tejasnetworks.com with a copy marked to evoting@nsdl.com. Alternatively, they can also upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login in NSDL e-voting system. Alternatively, they can also send a physical copy of the Board Resolution / Power of Attorney/ Authority Letter, etc. at the registered office of the Company, addressed to Mr. N R Ravikrishnan, General Counsel, Chief Compliance Officer & Company Secretary of the Company.

2. Shareholders who would like to express their views / ask questions during the Meeting may register themselves as speaker by sending their request on or before Friday, February 02, 2024 , mentioning their name, demat account number / folio number, email id and mobile number at corporate@tejasnetworks.com. The shareholders who do not wish to speak during the Meeting but have queries may send their queries on or before Friday, February 02, 2024 mentioning their name, demat account number / folio number, email id and mobile number at corporate@tejasnetworks.com. These queries will be addressed by the Company suitably. The Company reserves the right to restrict number of questions and number of speakers, as appropriate for smooth conduct of Meeting. Shareholders are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.

3. Those shareholders who have registered themselves as speaker will only be allowed to express their views / ask questions during the Meeting.

INSTRUCTIONS FOR E-VOTING AND JOINING THE MEETING ARE AS FOLLOWS: PROCESS AND MANNER FOR VOTING THROUGH ELECTRONIC MEANS:

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by listed entities, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the meeting. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as remote e-Voting during the meeting will be provided by NSDL.

2. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date i.e. January 31, 2024 may cast their vote by remote e-Voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before the meeting as well as remote e-Voting during the meeting.

Any shareholder(s) holding shares in physical form or non-individual shareholders who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. December 29, 2023 , may obtain the User ID and Password by sending a request at evotng@nsdl.com However, if a person is already registered with NSDL for remote e-Voting then the Members can use their existing User ID and password for casting the vote. If a member has forgotten his/her/its password, the member can reset the password by using ‘Forgot User Details/Password’ or ‘Physical User Reset Password’ option available on www.evotng.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000.

In case of Individual Shareholder holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holds shares in demat mode as on the cut-off date may follow the steps mentioned under ‘Login method for e-Voting and joining virtual meeting for individual shareholders holding securities in demat mode.’

1. The remote e-Voting period commences on Monday, February 05, 2024 at 9.00 a.m. (IST) and ends on Thursday, February 08, 2024 at 5.00 p.m. (IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members shall be in proportion to their share of the paid-up Ordinary (equity) Share Capital of the Company as on the cut-off date i.e. January 31, 2024 .

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1. Members will be provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the meeting and Members participating at the meeting, who have not already cast their vote on the resolution(s) by remote e-Voting, will be eligible to exercise their right to vote on such resolution(s) upon announcement by the Chairman. Members who have cast their vote on resolution(s) by remote e-Voting prior to the meeting will also be eligible to participate at the meeting through VC/OAVM but shall not be entitled to cast their vote on such resolution(s) again. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the meeting. The remote e-Voting module on the day of the meeting shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM AND REMOTE E-VOTING ARE AS UNDER:

1. Members will be able to attend the meeting through VC/OAVM or view the live webcast of meeting provided by NSDL at www.evoting.nsdl.com by following the steps mentioned under ‘Access CSDL e-Voting system’. After successful login, Member(s) can click on link of ‘VC/OAVM’ placed under ’Join General Meeting ‘menu against Company name. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of the Company will be displayed. Members who do not have the User ID and Password for e-Voting or have forgotten the User ID/Password may retrieve the same by following the process as mentioned in paragraph titled “The instructions for remote e-Voting before/during the meeting” in the Notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who need assistance before or during the Meeting, can contact NSDL on evoting@nsdl.com 022 - 4886 7000 and 022 - 2499 7000 or contact Ms. Pallavi Mhatre, Senior Manager from NSDL at the designated e-mail ID: pallavid@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to corporate@tejasnetworks.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to corporate@tejasnetworks.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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THE INSTRUCTIONS FOR REMOTE E-VOTING BEFORE/DURING THE MEETING

The details of the process and manner for remote e-Voting are explained herein below:

Step 1: Access NSDL e-Voting system

Step 2: Cast your vote electronically and join Meeting on NSDL e-Voting system.

Details on Step 1 are mentioned below:

A. Login method for e-Voting and joining virtual meeting for individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

A.NSDL IDeAS facility If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: eservices.nsdl.com/ either on a personal computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ‘Beneficial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services under Value Added Services section. 4. Click on ‘Access to e-voting’ appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-voting service provider – NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. If you are not registered, follow the below steps: a. Option to register is available at eservices.nsdl.com b. Select ‘Register Online for IDeAS’ Portal or click ateservices.nsdl.com/ SecureWeb/ IdeasDirectReg.jsp c. Please follow steps given in points 1-5

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B. e-voting website of NSDL

1. Open web browser by typing the following URL: www.evoting.nsdl.com either on a personal computer or on a mobile phone.

2. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider - NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

C. Shareholders/Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for seamless voting experience.

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1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service

Individual provider for casting your vote during the remote e-Voting period or joining virtual meeting Shareholders & voting during the meeting. Additionally, there is also links provided to access the system holding securities in of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ demat mode with website directly. CDSL

1. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

2. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 2. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at respective website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e. NSDL and CDSL

Depositories i.e. NSDL and CDSL
Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevotng@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evotng@ cdslindia.com or contact at 1800 22 55 33

• B. Login Method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website?

• 1) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• 2) Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder / Member’ section.

• 3) A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4) Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if folio number is S1* and EVEN is 125127 for Ordinary (equity)shares then user ID is 125127S1*

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• 5) Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to log-in and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • i. If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you by NSDL and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • ii. If your e-mail ID is not registered, please follow steps mentioned in process for those shareholders whose e-mail ids are not registered.

• 6) If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:

• a) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

• b) Click on ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address.

• a) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 7) After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

• 8) Now, you will have to click on ‘Login’ button.

• 9) After you click on the ‘Login’ button, Home page of e-Voting will open

Details on Step 2 are mentioned below:

How to cast your vote electronically on NSDL e-Votng system and join Meetng on NSDL e-Votng system?

1. After successful login at Step 1, you will be able to see ‘EVEN’ of all the companies in which you are holding shares and whose voting cycle and Meeting is in active status.

2. Select ‘EVEN’ of the Company, in case Ordinary (Equity) Shares - 125127 for which you wish to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under ‘Join Meeting’

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

The instructions for e-Voting during the Meeting are as under:

1. The procedure for remote e-Voting during the Meeting is same as the instructions mentioned above for remote e-Voting since the Meeting is being held through VC/OAVM.

2. Only those Members/Shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote on such resolution(s) through e-Voting system at the Meeting.

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General Guidelines for Shareholders:

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries/grievances pertaining to remote e-Voting (before or during the Meeting), you may refer to the Frequently Asked Questions (‘FAQs’) for Shareholders and e-Voting user manual for Shareholders available in the ‘Download’ section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com or contact Ms. Pallavi Mhatre, Senior Manager from NSDL at the designated e-mail ID: pallavid@nsdl.com

Other Instructions:

1. The Hon’ble Tribunal has appointed Mr. Pradeep Kulkarni (Membership No. 7260 and CP No. 7835) as the Scrutinizer.

2. The Scrutinizer shall immediately after the conclusion of voting at the Meeting unblock the votes cast through remote e-Voting (votes cast during the Meeting and votes cast prior to the Meeting) and make, not later than two (2) working days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman of the Meeting or to any other person so authorized by him (in writing), who shall countersign the same.

3. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.tejasnetworks.com, at the Registered Office of the Company and on the website of NSDL www.evoting.nsdl.com The Company shall simultaneously communicate the results to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.

Sd/-

Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore, 560 100, Karnataka India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com E-mail: coporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

BENGALURU BENCH

CA (CAA) NO. 29/BB/ 2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

TEJAS NETWORKS LIMTED, a company incorporated ) under the provisions of Companies Act, 1956 having ) Corporate Identity Number: L72900KA2000PLC026980 ) and its registered office at J P Software Park, Plot No 25, ) Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur ) Hobli Bangalore - 560 100, Karnataka, India ) … Company / Transferee Company

STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”), ACCOMPANYING THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF TEJAS NETWORKS LIMITED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (“TRIBUNAL”) DATED DECEMBER 07, 2023 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Equity Shareholders of Tejas Networks Limited (“ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Saankhya Labs Private Limited ( “ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) and Tejas Networks Limited (“ Company” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) (“ Meeting ”). The Scheme provides for: (i) the amalgamation of the Transferor Companies (as defined in the Scheme) with the Transferee Company and dissolution of Transferor Companies without winding up; and (ii) various other matters consequent and incidental thereto or otherwise integrally connected thereto.

The salient features of the Scheme are given in Paragraph IV of this Statement. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘ Annexure I’.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

2. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated December 07, 2023, passed by the Hon’ble Tribunal in Company Application viz . CA (CAA) No. 29/BB/ 2023, the Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) on Friday, February 09, 2024 at 10.00 a.m. (IST) .

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3. BACKGROUND OF THE COMPANIES:

A. Particulars of the Transferee Company / Company (Tejas Networks Limited)

• i. Tejas Networks Limited was incorporated on April 24, 2000, under the provisions of the Companies Act, 1956 under the name and style of “ Tejas Networks India Private Limited ” pursuant to certificate of incorporation issued by the Registrar of Companies, Karnataka. The name of the Company “Tejas Networks India Private Limited” was changed to “Tejas Networks India Limited” pursuant to conversion of the Company from private limited to public limited on October 23, 2002. A certificate of incorporation consequent upon conversion from private company to public company was issued by the Registrar of Companies, Karnataka. The name of the Company “Tejas Networks India Limited” was subsequently changed to “Tejas Networks Limited” on March 18, 2008. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Karnataka. The CIN of the Company is L72900KA2000PLC026980 and PAN is: AABCT1670M. The e-mail address of the Company is corporate@tejasnetworks.com and website is www.tejasnetworks.com. The Registered Office is at JP Software Park, Plot No.25, Sy No. 13, 14, 17, 18 Konnapana Agrahara Village, Begur Hobli, Bangalore – 560100, Karnataka, India. Originally the registered office of the Company was situated at Eden Rock Apartments, No. 2H,Yellappa Chetty Layout, Bengaluru - 560 042, Karnataka, India and thereafter it was shifted to Zone 2, 1st Floor, Khanija Bhavan, No. 49, Race Course Road, Bengaluru - 560 001, Karnataka, India on July 21, 2000 and thereafter it was shifted to No. 58, 1st Main Road, J.P. Nagar, 3rd Phase, Bengaluru - 560 076, Karnataka, India with effect from July 15, 2005 and thereafter it was shifted to 2nd Floor, GNR Tech Park, No. 46/4 Garvebhavi Palya, Kudlu Gate, Hosur Main Road, Bengaluru - 560 068, Karnataka, India with effect from November 17, 2011 and again it was shifted to J.P. Software Park, Plot No. 25, Sy. No. 13, 14, 17 and 18, Konnapana Agrahara Village, Begur Hobli, Bengaluru - 560 100, Karnataka, India with effect from May 16, 2012. The equity shares of the Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (“ Stock Exchanges ”).

• ii. During the last five years, there has been no change in the objects clause of the Company.

• iii. The main objects of the Company as set out in its Memorandum of Association are, inter alia , as follows:

• To engage in the business of providing, designing, developing, selling, and servicing of networking equipment and software in India and abroad.

• To develop, manufacture and deal in application tools of all kinds for internet-based applications, and to provide internet service, and deal with all kinds of software and hardware related to all fields to internet communications.

• To develop, manufacture, and deal in, export and import all kinds of computer software, application software, computer systems like data management systems, digital systems, storage systems, memory systems, information systems and the like.

• iv. The 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. The Company products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and seamless software-enabled network transformation to its customers. The Company customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defense companies and government entities.

• v. The share capital of the Company as on September 30, 2023 is as follows:

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----- Start of picture text -----

Amount in INR
Particulars
A. Authorised share capital
26,00,00,000 equity shares of INR 10 each 260,00,00,000
TOTAL 260,00,00,000
B. Issued and subscribed and paid up share capital
16,97,21,201 equity shares of INR 10 each, fully paid up 169,72,12,010
C. Add: Forfeited shares 3,27,27,930
TOTAL (B+C) 172,99,39,940
----- End of picture text -----

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Subsequent to above there has been a change in the share capital of the Company, the same as on the date of this notice:

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----- Start of picture text -----

Partculars Amount in INR
A. Authorised share capital
26,00,00,000 equity shares of INR 10 each 260,00,00,000
TOTAL 260,00,00,000
B. Issued and subscribed and paid up share capital
17,00,78,846 equity shares of INR 10 each, fully paid up 1,70,07,88,460
C. Add: Forfeited shares 3,27,27,930
TOTAL (B+C) 1,73,35,16,390
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The Company has also issued restricted stock units / employee stock options. The exercise of such restricted stock units / employee stock options may result in an increase in the issued and subscribed and paid-up share capital of the Company.

• vi. The latest annual financial statements of the Company have been audited for the financial year ended on March 31, 2023. The consolidated and standalone financial statements (limited review) of the Company for the quarter and six months period ended September 30, 2023 are appended as ‘ Annexure II ’.

• vii. The details of Promoters and Directors of the Company as on date of this Notice along with their addresses are mentioned herein below:

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Name Category Address
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Name	Category	Address
Promoter & Promoter Group
Panatone Finvest Limited	Promoter	Bombay House, 24 Homi Mody Street, Mumbai - 400 001, Maharashtra, India
Akashastha Technologies Private Limited	Promoter Group	Army & Navy Building, 148, M G Road, Opposite Kala Ghoda, Fort, Mumbai – 400 001, Maharashtra, India
Tata Sons Private Limited		Bombay House, 24 Homi Mody Street, Mumbai–400 001, Maharashtra, India

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Name Category Address
----- End of picture text -----

Name	Category	Address
Directors
Mr. N. Ganapathy Subramaniam	Nominee Director and Non-Executve Chairman	No. 171, Adarsh Vista, Vibhutpura, Basavanagar,Bangalore - 560 037,India
Mr. Chandrashekhar Bhaskar Bhave	Independent Director	64, Tower 4, Pebble Bay, 1stMain, RMV 2nd Stage, Bangalore – 560 094, India
Mr. A S Lakshminarayanan	Nominee Director	1201, 12th Floor, Steesha Condominium, Mount Mary Road, Bandra (West), Mumbai, Maharashtra – 400 050, India
Prof. Bhaskar Ramamurthi	Independent Director	Directors Bungalow, IIT Madras Campus, Chennai - 600 036,Tamil Nadu,India
Mr. P R Ramesh	Independent Director	532, Defence Colony, Sainikpuri Secunderabad, Hyderabad – 500 094, Telangana,India
Mrs. Alice G Vaidyan	Independent Director	Flat No. 283, 28th Floor, Tahnee Heights, D wing, Jagmohandas Marg, Nepeansea Road, Mumbai – 400 006,Maharashtra,India
Mr. Anand Athreya	Managing Director and CEO	#23, Gruhalakshmi, Colony 1st Phase, Basaveshwaranagar,Bangalore – 560 079,India
Mr. Arnob Roy	Executve Director and COO	S-3, Assetz-27 Park Avenue Apartments, 24th Main, HSR Layout, Sector-1, Bangalore – 560 102,India

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B. Particulars of the Transferor Company 1 (Saankhya Labs Private Limited)

• i. Saankhya Labs Private Limited was incorporated on December 29, 2006 under the provisions of the Companies Act, 1956 with Registrar of Companies, Karnataka with the name and style of “ Saankhya Labs Private Limited ”. The Transferor Company 1 is a deemed public limited company, as it is the subsidiary of Tejas Networks Limited i.e. the Transferee Company. The CIN of the Transferor Company 1 is U72200KA2006PTC041339 and PAN is: AAKCS5320A. The e-mail address of the Transferor Company 1 is vkk@saankhyalabs.com and website is www.saankhyalabs.com. The Registered Office is at 3[rd] Level, Mezaninne Floor, No 3, Infantry Road, Vasanth Nagar, Embassy Icon Building, Bangalore – 560 001, Karnataka, India. Originally the registered office of the Transferor Company 1 was situated at # 402-C, 5th Cross, 2nd Block, HRBR Layout, Kalyan Nagar, Bangalore - 560 043, Karnataka, India and thereafter it was shifted to No. 2353/1-4, 3rd Floor, "Dolphin", Hennur Main Road, Kacharakanahalli, Bangalore – 560 043, Karnataka, India on May 31, 2011 and thereafter it was shifted to JP and Devi Jambukeshwara Arcade, 69, Millers Road, Bangalore – 560 052, Karnataka, India with effect from April 26, 2013 and the same was again shifted to No.2353/1-4, 3rd Floor, "Dolphin", Hennur Main Road, Kacharakanahalli, Bangalore – 560 043, Karnataka, India with effect from June 01, 2014 and again it was shifted to 3[rd] Level, Mezaninne Floor, No 3, Infantry Road, Vasanth Nagar, Embassy Icon Building, Bangalore – 560 001, Karnataka, India with effect from January 1, 2018. The equity shares of the Transferor Company 1 are not listed on any stock exchange(s).

• ii. During the last five years, there has been no change in the name of Transferor Company 1.

• iii. The main objects of the Transferor Company 1 as set out in its Memorandum of Association are, inter alia , as follows:

• To carry on the business of software and hardware engineers, consultants and contractors and to provide services and solutions.

• To develop, design, architect, programme, implement, integrate, test, reproduce, manufacture, convert, alter, modify, export, import, purchase, sell, distribute, market or support and otherwise deal in, maintain and service all types of communication systems, electronic products, semiconductor integrated chips, micro-controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

• To develop total and turnkey solutions for computer oriented and communication system-oriented problems involving hardware, software, integration and testing.

• To produce, manufacture, assemble, repair, procure, import, export, render technical assistance, provide services, training, and do other things for this purpose in the field of semiconductor devices, microcontrollers, digital signal processors, communication systems, computers and electronic systems, including hardware and software.

• iv. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels.

• v. The share capital of the Transferor Company 1 as on September 30, 2023 and as on date of this Notice is as follows:

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Amount in INR
Particulars
A. Authorised share capital
1,07,28,000 equity shares of INR 10 each 10,72,80,000
36,85,700 Series C preference shares of INR 100 each 36,85,70,000
TOTAL 47,58,50,000
B. Issued and subscribed and fully paid-up share capital
97,07,821 equity shares of INR 10 each 9,70,78,210
C. 10,06,120 equity shares of INR 10 each - Recoverable from SLPL ESOP Trust (1,00,61,200)
TOTAL (B+C) 8,70,17,010
----- End of picture text -----

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The Company holds 62,51,496 equity shares, aggregating to 64.40% of the total paid-up capital (including shares held by SLPL ESOP Trust) of the Transferor Company 1.

• vi. The latest annual financial statements of the Transferor Company 1 have been audited for the financial year ended on March 31, 2023. The consolidated (audited) and standalone financial statements (limited review) of the Transferor Company 1 for the six months period ended September 30, 2023 are appended as “ Annexure - III ”.

• vii. The details of Promoters and Directors of the Transferor Company 1 as on the date of this Notice along with their addresses are mentioned herein below:

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----- Start of picture text -----

Name Category Address
----- End of picture text -----

Name	Category	Address
Promoter & Promoter Group
Tejas Networks Limited	Promoter	J P Sofware Park, Plot No 25, Sy. No 13, 14, 17, 18 Konnapana Agrahara Village, Begur Hobli, Bengaluru – 560 100, Karnataka,India

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----- Start of picture text -----

Name Category Address
----- End of picture text -----

Name	Category	Address
Directors
Mr. N. Ganapathy Subramaniam	Nominee Director and Non-Executve Chairman	No. 171, Adarsh Vista, Vibhutpura, Basavanagar, Bangalore - 560 037, India
Mr. Chandrashekhar Bhaskar Bhave	Independent Director	64, Tower 4, Pebble Bay, 1stMain, RMV 2nd Stage, Bangalore – 560 094, India
Prof. Bhaskar Ramamurthi	Independent Director	Directors Bungalow, IIT Madras Campus, Chennai - 600 036, Tamil Nadu, India
Mr. Arnob Roy	Nominee Director	S-3, Assetz-27 Park Avenue Apartments, 24th Main, HSR Layout, Sector-1, Bangalore – 560 102,India
Mr. Mark Andrew Aitken	Director	1536 Jordan Sawmill Road, 21120 US
Mr. Parag Naik	Managing Director and CEO	K-1406, Brigade Gateway 26/1, Dr. Rajkumar Road, Malleshwaram West – 560 055,India
Mr. Vishwakumara Kayargadde	Executve Director and COO	No. 442, 11th Cross, Bhuvaneshwari Nagar, Bengaluru – 560 024, India

C. Particulars of the Transferor Company 2 (Saankhya Strategic Electronics Private Limited)

• i. Saankhya Strategic Electronics Private Limited was incorporated on August 04, 2020 as private limited company under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka with the name and style of “ Saankhya Strategic Electronics Private Limited ”. The CIN of the Transferor Company 2 is U72900KA2020PTC136822 and PAN is: ABECS1179C. The email address of the Transferor Company 2 is vkk@saankhyastrategic.com and website is www.saankhyastrategic.com. The Registered Office is at Embassy Icon, 3rd Floor, #3, Infantry Road, Bengaluru – 560 001, Karnataka, India. Originally the registered office of the Transferor Company 2 was situated at No. 442, 11th Cross, Bhuvaneshwari Nagar Hebbal, Kempapura, Bangalore – 560 024, Karnataka, India and thereafter it was shifted to No.3, Embassy Icon Building, Ground Floor, Infantry Road, Vasanth Nagar, Bangalore – 560 001, Karnataka, India on March 09, 2021 and thereafter it was shifted to Embassy Icon, 3rd Floor, #3, Infantry Road, Bangalore – 560 001, India Karnataka, India with effect from December 1, 2022. The equity shares of the Transferor Company 2 are not listed on any stock exchange(s).

• ii. During the last five years, there has been no change in the objects clause of the Company.

• iii. The main objects of the Transferor Company 2 as set out in its Memorandum of Association are, inter alia , as follows:

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1. To design, develop, architect, programme, implement, integrate, test, reproduce, manufacture, produce, convert, alter, modify, export, import, purchase, sell, distribute, market or support and otherwise deal in, maintain and service all types of communication systems, electronic products, semiconductors integrated circuit/chips, micro controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

2. To produce, manufacture, assemble, repair, procure, import, export, render technical assistance, provide services, training, and do other things for this purpose in the field of semiconductor devices, micro controllers, digital signal processors, communication systems, computers and electronic systems, including hardware and software.

3. iv. The Transferor Company 2 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.

4. v. The share capital of the Transferor Company 2 as on September 30, 2023 and as on date of this notice is as follows:

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Amount in INR
Particulars
Authorised share capital
1,00,000 Equity Shares of Rs. 10/- each 10,00,000
TOTAL 10,00,000
Issued and subscribed and fully paid up share capital
1,00,000 Equity Shares of Rs. 10 each 10,00,000
TOTAL 10,00,000
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As on the date the entire share capital of the Transferor Company 2 is held by Transferor Company 1.

vi. The latest annual financial statements of the Transferor Company 2 have been audited for the financial year ended on March 31, 2023. The audited financial statement for the six months period ended September 30, 2023 of the Transferor Company 2 is appended as “Annexure - IV”. The Standalone and Consolidated Financial Statements shall be same for the Transferor Company 2.

• vii. The details of Promoters and Directors of the Transferor Company 2 as on the date of this Notice along with their addresses are mentioned herein below:

Name	Category	Address
Promoter & Promoter Group
Saankhya Labs Private Limited	Promoter	3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bengaluru – 560 001, Karnataka, India
Name	Category / Designaton	Address
Directors
Dr. Vishwakumara Kayargadde	Executve Director	No. 442, 11th Cross, Bhuvaneshwari Nagar, Bengaluru – 560 024, India
Mr. Parag Naik	Executve Director	K-1406, Brigade Gateway 26/1, Dr. Rajkumar Road, Malleshwaram West – 560 055, India
Mr. Hemant Mallapur	Executve Director	A-204, Cypress, Raheja Residency, 3rd Block, Koramangala, Bangalore – 560 034, India

4. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed in the Scheme:

• (i) This Scheme is presented under Sections 230 to 232, SEBI Scheme Circular and other applicable provisions of the Act read with Section 2(1B) and applicable provisions of the Income Tax Act (as defined in the

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Scheme) and other applicable law, if any and provides for the amalgamation of the Transferor Companies (as defined in the Scheme) with the Company and dissolution of Transferor Companies without winding up and also provides for various other matters consequent and incidental thereto or otherwise integrally connected thereto;

• (ii) The ’Appointed Date’ means the opening hours of July 1, 2022 or such other date as may be agreed by the Board of the Parties and ‘Effective Date’ is the date on which last of the conditions specified in Clause 17 (Conditions Precedent) of the Scheme are complied with or waived, as applicable;

• (iii) The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date;

• (iv) Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each equity shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date, as under:

On Amalgamaton of the Transferor Company 1 with the Transferee Company

“112 equity shares of INR 10 (Indian Rupees ten) each of the Transferee Company, credited as fully paid up, for every 100 fully paid-up equity shares of INR 10 (Indian Rupees ten) each of the Transferor Company 1”.

On amalgamaton of the Transferor Company 2 with the Transferee Company

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company”.

• (v) New Equity Shares to be issued by the Transferee Company to the equity shareholders of the Transferor Company 1 pursuant to the Scheme, will be listed on BSE Limited and the National Stock Exchange of India Limited.

• (vi) Upon the Scheme becoming effective, Transferor Companies along with all its assets, liabilities, contracts, employees, records etc. being its integral part shall stand transferred to the Transferee Company as a going concern subject to the provisions of the Scheme.

• (vii) From the appointed date and up to the effective date, the Transferor Companies and Transferee Company shall carry on its business and activities with reasonable diligence and business prudence.

• (viii) Combination of the authorized share capital of the Transferor Companies with the authorized share capital of the Transferee Company and consequential increase in the authorized share capital of the Transferee Company as provided in Part II Clause 10 of the Scheme.

• (ix) Dissolution of the Transferor Companies pursuant to the Scheme

Upon the effectiveness of this Scheme, the Transferor Companies shall stand dissolved without winding up and the Board and any committees thereof of the Transferor Companies shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Companies shall be struck off from the records of the concerned RoC.

• (x) The effectiveness of the Scheme is contingent upon certain conditions as mentioned in the Scheme.

Note: The above details are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

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5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1. The Transferor Company 2 is a wholly owned subsidiary of Transferor Company 1.

The Board of the Company, Transferor Companies have common directors. Details of Directorship of Transferee Company and Transferor Companies is provided above.

6. BOARD APPROVALS

• i. The Board of Directors of the Company at its Board Meeting held on September 29, 2022, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Directo r Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. N. GanapathySubramaniam	Leave of Absence
Mr. Chandrashekhar Bhaskar Bhave	In Favour
Mrs. Amb. Leela K Ponappa^	In Favour
Mr A.S Lakshminarayanan	In Favour
Prof. Bhaskar Ramamurthi	In Favour
Mr. P R Ramesh	In Favour
Mr. SanjayNayak*	In Favour
Mr Arnob Roy	In Favour

^ Retired wef February 16, 2023

*Retired wef June 21, 2023

• ii. The Board of Directors of the Transferor Company 1 at its Board Meeting held on September 29, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Director Voted in favour/ against/ did not participate or vote
----- End of picture text -----

Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. N GanapathySubramaniam	Leave of Absence
Mr. Vishwakumara Kayargadde	In Favour
Mr. ParagNaik	In Favour
Mr. Mark Andrew Aitken	In Favour
Mr. SanjayNayak*	In Favour
Mr. Arnob Roy	In Favour
Mr. Chandrashekhar Bhaskar Bhave	In Favour
Prof. Bhaskar Ramamurthi	In Favour

*Retired wef June 21, 2023

iii. The Board of Directors of the Transferor Company 2 at its Board Meeting held on September 29, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Director Voted in favour/ against/ did not participate or vote
----- End of picture text -----

Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. Vishwakumara Kayargadde	In Favour
Mr. ParagNaik	In Favour
Mr. Hemant Mallapur	In Favour

7. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

• i. Tejas Networks Limited (“Transferee Company”)

None of the Directors, KMPs of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their directorship and shareholding in the Transferee Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Transferee Company has not issued any debentures and hence, does not have Debenture Trustee.

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• ii. Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited (“Transferor Companies”)

• None of the Directors, KMPs of the Transferor Companies and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their directorship and shareholding in the Transferor Companies, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Transferor Companies has not issued any debentures and hence, does not have Debenture Trustee.

8. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

• i. Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, key managerial personnel, promoter and non-promoter shareholders of the Company and the Transferor Companies are appended in the attached reports i.e. ‘ Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Company and the Transferor Companies, respectively, at their meeting held on September 29, 2022, pursuant to the provisions of Section 232(2)(c) of the Act.

• ii. Directors

• a) Pursuant to the Scheme becoming effective, the Transferor Companies will be dissolved without winding up. Therefore, the office of the existing directors will cease on dissolution of the Transferor Companies. Further, there is no change in the Board of Directors of the Transferee Company.

  • Further, the Directors shall also be affected to the extent of the equity shares (if any) held by them in the Transferor Company 1. The effect of the Scheme on the interests of the Directors holding shares (if any) in the Transferor Company 1, is not different from the effect of the Scheme on other shareholders of the Transferor Company 1.

• b) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies.

iii. Employees

Pursuant to the Scheme and with effect from the Effective Date, the Transferee Company will engage, without any interruption in service, all employees engaged in or in relation to the Transferor Company 1 and Transferor Company 2, on the terms and conditions not less favourable than those on which they are engaged by the Transferor Company 1 and Transferor Company 2, immediately preceding the Effective Date.

iv. Creditors

Pursuant to the Scheme, all creditors of the Transferor Companies will become creditors of the Transferee Company. The rights of the creditors of the Transferee Company and Transferor Companies shall not be impacted pursuant to the Scheme and there will be no reduction in their claims on account of the Scheme. There is no likelihood that the respective creditors of the Transferee Company and Transferor Companies would be prejudiced in any manner as a result of the Scheme being sanctioned.

• v. Debenture holders and Debenture Trustees

The Transferee Company, the Transferor Company 1 and the Transferor Company 2 have not issued any debentures and accordingly have not appointed any debenture trustee(s).

vi. Depositors and Deposit Trustees

The Transferee Company, the Transferor Company 1 and the Transferor Company 2 have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

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9. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Transferee Company, Transferor Company 1 and the Transferor Company 2.

10. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the respective companies, as on September 30, 2023 is as follows:

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Sr. No. Amount in INR
Particulars
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Sr. No.	Partculars	Amount in INR
1.	Saankhya Labs Private Limited	57,59,07,095
2.	Saankhya Strategic Electronics Private Limited	Nil
3.	Tejas Networks Limited	6,97,57,25,549

11.

DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

Upon amalgamation of the Transferor Companies with the Transferee Company, all equity shares of the Transferor Companies held by the Transferee Company, shall stand cancelled. The capital structure of Transferee Company and the Transferor Companies has been provided above in the statement.

The Scheme does not in any manner adversely or prejudicially affect the rights of any creditors of the Transferee Company and the Transferor Companies or contemplate any compromise or arrangement with the creditors of the Transferee Company and the Transferor Companies. Further, there is no debt restructuring envisaged in the Scheme.

12. VALUATION REPORT AND FAIRNESS OPINION

• i. A copy of the Share Exchange Ratio Report dated September 29, 2022 issued by M/s. SPA Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2021/148), Registered Valuer (“ Share Exchange Ratio Report ”), in connection with the Scheme is appended as ‘ Annexure VIII ’.

• ii. A copy of the Fairness Opinion Report dated September 29, 2022, issued by M/s. VB Desai Financial Service Limited, an Independent SEBI Registered Category – I Merchant Banker ( “Fairness Opinion” ), have also confirmed that the Share Exchange Ratio as recommended by M/s. SPA Valuation Advisors Private Limited, the registered valuer for the proposed Scheme of Amalgamation seems fair and reasonable, a copy of the Fairness Opinion Report is appended as ‘ Annexure IX’ .

13. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Transferor Companies in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by M/s. SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker certifying the accuracy and adequacy of disclosures are appended as Annexure X and Annexure XI respectively.

14. SHAREHOLDING PATTERN

• A. The pre / post-scheme shareholding pattern of the parties to the Scheme:

• i. Tejas Networks Limited (“Transferee Company”)

The pre & post scheme shareholding pattern of the Company is as follows (based on shareholding data as on September 30, 2023):

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----- Start of picture text -----

Pre Post
% of % of
Category No. of shares No. of shares
shareholding shareholding
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Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	9,49,05,686	55.92	9,49,05,686	54.67
Public	7,48,15,515	44.08	7,75,59,745	44.68
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)	-	-	1,126,854	0.65
TOTAL	16,97,21,201	100	17,35,92,285	100

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ii. Saankhya Labs Private Limited (“Transferor Company 1”)

The pre & post scheme shareholding pattern of the Transferor Company 1 is as follows (based on shareholding data as on September 30, 2023):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	62,51,496	64.40	Not applicable
Public	24,50,205	25.24
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)*	10,06,120*	10.36
TOTAL	97,07,821	100

*SEBI (Share based Employee Benefit) Regulations, 2014 is not applicable to the Transferor Company 1 as it is a private limited company.

iii. Saankhya Strategic Electronics Private limited (“Transferor Company 2”)

The pre & post scheme shareholding pattern of the Transferor Company 2 is as follows (based on shareholding data as on September 30, 2023):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	1,00,000^	100	Not applicable
Public	-	-
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)*	-	-
TOTAL	1,00,000	100

Note:

^ Includes one share held by Mr. Parag Naik, Director of the Transferor Company 1 (also Director of Transferor Company 2) as a Nominee Shareholder representing the Transferor Company 1. The Transferor Company 2 is a wholly owned subsidiary of Transferor Company 1.

*SEBI (Share based Employee Benefit) Regulations, 2014 is not applicable to the Transferor Company 2 as it is a private limited company.

15. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING

STANDARDS

The Transferee Company have confirmed that the accounting treatment certificate dated September 29, 2022 issued by M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), the Statutory Auditors of the Company, confirming the accounting treatment in the prescribed manner in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

16.

APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

• i. In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), BSE and NSE, by their respective Observation Letters dated July 06, 2023, have conveyed “no adverse observations / no-objection” on the Scheme. Copies of the said letters issued by BSE and NSE are appended hereto as Annexure XIV and XV respectively . Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and “NIL” complaints reports were filed by the Company with BSE and NSE, copies of

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which are appended hereto as ‘ Annexure XII and Annexure XIII. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors are appended hereto as Annexure XVI.

• ii. A copy of the Scheme has been filed by the Transferee Company, Transferor Company 1 and the Transferor Company 2 with the Registrar of Companies, Bengaluru.

• iii. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

• iv. All approvals as stated in clause 17 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme, will be obtained. Additionally, the Transferee Company, the Transferor Company 1 and the Transferor Company 2 will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

17. ADDITIONAL INFORMATION SOUGHT BY STOCK EXCHANGE(S)

• i. Details of assets & liabilities of Transferor Companies transferred to the Transferee Company, as required by BSE and NSE vide its observation letter dated July 06, 2023.

Assets & Liabilities of the Transferor Companies as of September 30, 2023 are as follows:

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Transferor Company 1 Transferor Company 2
Particulars (INR in crore) (INR in crore)
Standalone Standalone
----- End of picture text -----

Particulars	Transferor Company 1 (INR in crore) Standalone	Transferor Company 2 (INR in crore) Standalone
A. ASSETS
Non-Current Assets
PropertyPlant and Equipment	5.64	0.14
Right-of-use assets	0.54	-
Intangible Assets	0.00	-
Intangible assets under development	41.90	-
Financial Assets
(i)Investments	7.84	-
(ii)Trade receivables	-	-
(iii)Other financial assets	0.14	-
Current Tax Asset(Net)	5.37	0.01
Deferred Tax Asset(Net)	10.26	-
Other non-current assets	11.00	-
Total Non-Current Assets(A)	82.70	0.14
Current Assets
Inventories	16.71	-
Financial Assets
(i)Investments	-	-
(ii)Trade receivables	40.56	0.01
(iii)Cash and cash equivalents	8.43	0.12
(iv)Bank balances other than(iii)above	0.24	0.20
(v)Other financial assets	5.04	0.00
Other current assets	1.64	0.01
Total Current Assets(B)	72.62	0.34
TOTAL ASSETS(A+B)	155.32	0.48

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B. EQUITY AND LIABILITES
Equity
Equityshare capital	8.70	0.10
Other equity	71.93	0.36
Total Equity(C)	80.63	0.46
Non-Current Liabilites
Financial liabilites
(i) Lease liabilities	-	-
Provisions	0.24	-
Total Non - Current Liabilites (D)	0.24	-
Current liabilites
Financial liabilites
i. Lease liabilities	0.64	-
ii. Tradepayables
(a) Total outstanding dues of micro enterprises and small enterprises	1.59	-
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	4.28	0.01
iii. Other financial Liabilities	57.80	-
Contract Liabilites	-	-
Provisions	1.42	-
Other current liabilites	8.72	0.00
Total Current Liabilites(E)	74.46	0.02
TOTAL EQUITY AND LIABILITIES(C+D+E)	155.32	0.48

ii. Details of assets & liabilities of Transferee Company pre and post amalgamation (based on September 30, 2023) are as follows:

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Pre amalgamation Post amalgamation
Particulars
(INR in crore) (Standalone) (INR in crore)
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Partculars	Pre amalgamaton (INR in crore) (Standalone)	Post amalgamaton (INR in crore)
ASSETS		Post amalgamaton all the assets and liabilites of the Transferor Companies would be transferred and vested in the Transferee Company and inter-se holdings, if any and balances amongst the Transferee Company and the Transferor Companies would stand cancelled.
Non-current assets
Property, plant and equipment	138.03
Capital work inprogress	2.42
Right-of-use assets	132.51
Intangible assets	127.00
Intangible assets under development	198.81
Financial assets
(i)Investments	294.81
(ii)Trade receivables	37.96
(iii)Other fnancial assets	9.94
Current tax assets(net)	51.68
Deferred tax assets(net)	134.33
Other non-current assets	32.16
Total non - current assets(A)	1,159.65

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Current assets
Inventories	1,383.94
Financial assets
(i)Investments	717.39
(ii)Trade receivables	399.73
(iii)Cash and cash equivalents	29.98
(iv)Bank balances other than(iii)above	304.52
(v)Other fnancial assets	393.53
Other current assets	339.47
Total current assets(B)	3,568.56
Total assets(A+B)	4,728.21
EQUITY AND LIABILITIES
Equity
Equityshare capital	172.99
Other equity	2,880.37
Total equity (C)	3,053.36
Liabilites
Non-current liabilites
Financial liabilites
(i)Lease liabilites	132.99
Provisions	1.86
Total non - current liabilites(D)	134.85
Current liabilites
Financial liabilites
(i)Lease liabilites	4.36
(ii)Tradepayables
(a) Total outstanding dues of micro enterprises and small enterprises	31.54
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	683.95
(iii)Other fnancial liabilites	36.05
Provisions	16.31
Other current liabilites	767.79
Total current liabilites(E)	1,540.00
Total liabilites(D+E)	1,674.85
Total equity and liabilites(C+D+E)	4,728.21

iii. Impact of amalgamation on revenue generating capacity of the Transferee Company: The amalgamation of the Transferor Companies with the Transferee Company is likely to have a positive impact on the revenue of Transferee Company. All the entities involved in the scheme are primarily engaged in Telecom products related businesses. Consolidating similar businesses of Transferor Companies in a single entity would lead to achieving synergies in revenue and would also give an opportunity to merged entity to expand and grow businesses, catering to a wider customer base thereby achieving higher revenue scale.

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• iv. Rational of the Scheme, synergies of business of the entities involved in the scheme, impact of the scheme on shareholders and cost benefit analysis of the scheme and the rational for arriving at the share exchange ratio:

• A.

RATIONALE AND BENEFITS OF THE SCHEME

The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

• (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;

• (b) achieve synergies in revenue, costs, operations, and stronger base for future growth;

• (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management;

• (d) further expand and grow all business into the international markets;

• (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company;

• (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources;

• (g) adaptation of best practices and in enhancing mechanization / automation of various processes through latest technologies;

• (h) Streamlining of the corporate structure; and

• (i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all the companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

• B.

SYNERGIES OF BUSINESS OF THE COMPANIES INVOLVED IN THE SCHEME

The background and information of the Transferee Company and the Transferor Companies are, inter-alia, as under:

• (a) The Transferee Company is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and seamless software enabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defense companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and National Stock Exchange of India Limited.

• (b) The Transferor Company 1 is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

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• (c) The Transferor Company 2 is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

• (d) Upon amalgamation, the benefits and synergies as mentioned in Para iv(A) above shall be derived by the Company.

C. IMPACT OF THE SCHEME ON THE COMPANY AND ITS SHAREHOLDERS

• a) In consideraton for the amalgamation of the Transferor Companies with the Transferee Company, the shareholders of the Transferor Company 1, as on the Effective Date (as defined in the Scheme) shall receive equity shares of the Transferee Company. Further, the rights and interests of the shareholders of the Transferee Company will not be prejudicially affected by the Scheme, and there will be no change in the economic interest of the shareholders of the Transferee Company, before and after Scheme;

• b) Upon the Scheme becoming effective, the Transferor Companies shall be dissolved without being wound up and the shareholders of the Transferor Company 1 shall become shareholders of the Transferee Company; and

• c) After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Transferee Company issued as consideration pursuant to the Scheme, shall be listed on BSE Limited and the National Stock Exchange of India Limited.

• D. COST BENEFIT ANALYSIS OF THE SCHEME

Although the Scheme would lead to incurring of some costs towards its implementation, however, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Company.

E. RATIONALE FOR ARRIVING AT THE SHARE EXCHANGE RATIO:

A copy of the Share Exchange Ratio Report dated September 29, 2022 issued by M/s. SPA Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2021/148), Registered Valuer (“Share Exchange Ratio Report”), in connection with the Scheme is appended as ‘ Annexure - VIII’ .

Share Exchange Ratio, as recommended for the proposed Scheme of Amalgamation between Tejas Networks Limited (Transferee Company) and Saankhya Labs Private Limited (Transferor Company 1) and Saankhya Strategic Electronics Private Limited (Transferor Company 2) is as below:

“ For every 100 equity shares of face value of INR 10 (Indian Rupees Ten) each held in the Transferor Company 1 shall be issued 112 equity shares of face value of INR 10 (Indian Rupees Ten) each as fully paid-up in the Transferee Company .

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company .”

The share exchange ratio is determined by considering the fair value of shares of all companies through relevant valuation methods. It considers the market dynamics, nature and uniqueness of each company’s business, operating and financial performance, future outlook and strategy, availability of relevant information etc. for the purpose of valuation.

18. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.tejasnetworks.com or for obtaining extracts of or making copies of, by the members and creditors of the Company at Tejas Networks Limited, J P Software

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Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore - 560 100, Karnataka, India between 11:00 a.m. to 4:00 p.m. on any working day (except Saturdays, Sundays and public holidays):

• a. Certified copy of the Tribunal Order;

• b. Memorandum and Articles of Association of the Company, the Transferor Company 1 and the Transferor Company 2

• c. Audited financial statements of the Company, the Transferor Company 1 and the Transferor Company 2 for the year ended March 31, 2023

• d. Copy of the Scheme

• e. Certificate of the Statutory Auditor of the Company, the Transferor Company 1 and the Transferor Company 2 confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India

• f. All other documents displayed on the Company’s website i.e. www.tejasnetworks.com in terms of the SEBI Master Circular.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Equity Shareholders.

The Directors and KMPs, as applicable, of the Transferee Company and of the Transferor Company 1 and / or the Transferor Company 2, and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as directors and shareholders in general.

Sd/- Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli Bangalore - 560 100, Karnataka, India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com E-mail: corporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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INFORMATION AT A GLANCE

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----- Start of picture text -----

Notes
Particulars
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Partculars	Notes	Notes
Cut-of date to determine those members who are eligible to vote on the resoluton.		Wednesday, January 31, 2024
Remote e-Votng start date and tme		Monday, February 05, 2024 at 9.00 a.m. (IST)
Remote e-Votng end date and tme		Thursday, February 08, 2024 at 5.00 p.m. (IST)
Date on which the resoluton is deemed to be passed		Friday, February 09, 2024
Name, address and Contact details of Registrar and Share Transfer Agent.		Link Intme India Private Limited C-101, 1st Floor, 247 Park, L.B.S. Marg Vikhroli (West), Mumbai 400 083 Maharashtra, India Website: www.linkintme.co.in E-mail:rnt.helpdesk@linkintme.co.in Contact person: Mr. Manohar Shirwadkar, Senior Associate Link Intme India Private Limited Contact Email ID: manohar.shirwadkar@linkintme.co.in Contact Tel:+91 22 4918 6200, Fax:+91 22 4918 6195
Name, address and contact details of e-votng service provider		Natonal Securites Depository Ltd., Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapat Bapat Marg, Lower Parel, Mumbai – 400 013, India Contact E-mail Id:pallavid@nsdl.com /evotng@nsdl.com Contact Tel:+91 22 2499 4545
Name and contact details for clarifcatons		Mr. N R Ravikrishnan General Counsel, Chief Compliance Ofcer & Company Secretary Tejas Networks Limited J P Sofware Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli Bangalore - 560 100, Karnataka, India Tel:+91 80 4179 4600 Fax:+91 80 2852 0201 Email:corporate@tejasnetworks.com

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Annexure I

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686

IBBI Registration No. IBBI/RV-E/05/2021/148

VALUATION

REPORT

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Determination of Share Exchange Ratio in connection with Scheme of Amalgamation of Saankhya Labs Private Limited (“Transferor Company 1”) and Saankhya Strategic Electronics Private Limited (“Transferor Company 2”) with Tejas Networks Limited (“Transferee Company”) and their respective shareholders

PREPARED BY

SPA VALUATION ADVISORS PRIVATE LIMITED

Registration No.

IBBI/RV-E/05/2021/148

25 C- Block community center JanakPuri, New Delhi – 110058

September 29[th] , 2022

Valuation, By: SPA Valuation Advisors Private Limited

Page 1

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

To The Audit Committee Tejas Networks Limited 5th Floor, Plot No 25, J P Software Park, Electronic City, Phase 1, Hosur Road, Bangaluru – 560 100

AND

To

The Audit Committee and the Board of Directors Saankhya Labs Private Limited 3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building Bengaluru – 560001

AND

To

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The Board of Directors Saankhya Strategic Electronics Private Limited No.3, Embassy Icon, Ground Floor, Infantry Road Bengaluru – 560001

We refer to the Letter of Engagement dated August 08[th] 2022 (’LOE’) wherein SPA VALUATION ADVISORS PRIVATE LIMITED (or “Valuer”) is appointed by Tejas Networks Limited, Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited in relation to carry out the Share Exchange Ratio under the proposed Scheme of Amalgamation of Saankhya Labs Private Limited (“ SLPL” or “ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ SSE” or “ Transferor Company 2 ”) (Collectively referred as “ Transferor Companies ”) with Tejas Networks Limited (“ TNL” or “ Transferee Company ”) and their respective shareholders under the provisions of Section 230 - 232 of the Companies Act, 2013 (" Scheme ") with appointed date (as defined hereinafter) as at September 28[th] 2022 (valuation exercise).

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Page 2

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

- Part I INTRODUCTION

1.1. Terms of Reference

This Scheme is presented under the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (hereinafter referred to as “Act”) as applicable, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. SLPL, SSE, and TNL are hereinafter collectively referred to as “the Companies".

1.2. Source of Information and representations

For the purpose of carrying out the valuation, we have relied on the following information and documents made available to us by the management of the Companies. The management of the Companies assisted by their respective finance and accounts personnel has furnished the required financial and other relevant information, explanations and data for this exercise.

• Draft Scheme of Amalgamation

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• Audited financials of SLPL and SSE for the year ended March 31, 2022 and 3 months period ended June 30, 2022

• Annual Report of TNL for FY 2021-2022 and limited review report for the 3 months period ended June 30, 2022.

• Consolidated Future Projections of SLPL till the year ended March 31, 2030

• Shareholding pattern of the SLPL and SSE as on September 28[th] , 2022

• Other Information as provided by the management of the Companies

• Other Information as available on public domain

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

Page 3

139

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Part II- ABOUT THE COMPANY

2.1 Background of the Company

 Transferor Company 1 is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

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 Transferor Company 2 is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

 Transferee Company is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and a seamless software-enabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058

spavaluationadvisors@gmail.com; Tel: 091-9971387799

Page 4

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

internet companies, utility companies, defense companies and government entities. The equity shares of the Transferee Company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

2.2 Capital Structure:

 Transferor Company 1:

The share capital structure of the Transferor Company 1 as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
A) Authorized share capital
1,07,28,000 EquityShares of INR 10 each	10,72,80,000
36,85,700 Series C Preference shares of INR 100 each	36,85,70,000
Total	47,58,50,000
B) Issued and subscribed and fully paid up share capital
97,07,821 Equity Shares of INR 10 each	9,70,78,210
C) Recoverable from SLPL ESOP Trust - 10,06,120 equity shares of INR 10 each	(1,00,61,200)
**Total Equity Share Capital(B+C) **	8,70,17,010

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As on the date of approval of the Board of the Transferor Company 1 to this Scheme, Transferee Company holds 62,51,496 equity shares, aggregating to 64.40% of the total paid-up capital (including shares held by SLPL ESOP Trust) of the Transferor Company 1.

 Transferor Company 2:

The share capital structure of the Transferor Company 2 as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
Authorized share capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000
Issued and subscribed and fully paid up share capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000

The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1 and consequently no equity shares will be issued by the Transferee Company upon its amalgamation.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

Page 5

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

 Transferee Company:

The share capital structure of the Transferee Company as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
A) Authorized share capital
26,00,00,000 equityshares of INR 10 each	260,00,00,000
Total	260,00,00,000
Issued and subscribed andpaid up share capital
B) 15,21,09,862equity shares of INR 10 each, fully paid up	152,10,98,620
C) Forfeited shares	3,27,27,930
Total Equity Share capital(B+C)	155,38,26,550

The Transferee Company has 1,55,03,876 outstanding warrants (each carrying a right to subscribe to 1 (one) equity share of the Transferee Company). Further, the Transferee Company has outstanding and ungranted RSU pool which were approved by its shareholders. Further, the Transferee Company also has outstanding issued restricted stock units / employee stock options. The exercise of such warrants and/ or restricted stock units / employee stock options, may result in an increase in the issued and paid-up share capital of the Transferee Company.

PART III RATIONALE FOR THE SCHEME

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The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

• (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;

• (b) achieve synergies in revenue, costs, operations, and stronger base for future growth;

• (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management;

• (d) further expand and grow all business into the international markets;

• (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company

• (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

• (g) adaptation of best practices and in enhancing mechanisation/ automation of various processes through latest technologies.

• (h) Streamlining of the corporate structure; and

• (i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

Appointed Date

The appointed date of the proposed scheme of Amalgamation is opening hours of July 01, 2022 or such other date as may be agreed by the Board of the Parties

PART IV Generally Accepted Methods of Valuation for Equity Shares and Methods adopted:

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1 ) Market Approach

• a) Market Price Method

• b) Comparable Companies Quoted Multiples Method

• 2) Income Approach (Discounted Cash Flows Method)

• 3) Asset Approach (Net Asset Value Method)

MARKET APPROACH

A) Market Price Method : Under this method, the market price of an equity share of the company as quoted on a recognized stock exchange is normally considered as the fair value of the equity shares of that company where such quotations are arising from the trading. The market value reflects the investors' perception about the true worth of the company.

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C-1/8, Janak Puri, New Delhi – 110058

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spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

The Pricing formula provided in Regulations 164 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') read with SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2022 in case of frequently traded shares to be considered as below.

Pricing of frequently traded shares

1. (1) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of 90 Trading Days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

2. a) the 90 Trading Days volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date; or

3. b) the 10 Trading Days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date.

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B) Comparable Companies Quoted Multiples Method (CCM): CCM measures the value of an asset through an analysis of recent sales of comparable asset compared to the asset being valued. When applied to the valuation of an equity interest, consideration is given to the financial condition and operating performance of the subject company compared to either publicly traded companies with similar lines of business or recent corporate acquisitions (“Guideline Companies”). Typically, the companies selected for comparison are subject to economic, political, competitive, and technological factors that correspond with those confronting the Company. The Market Approach is conceptually preferable to the other two approaches because it uses direct comparisons to similar enterprises and the analysis is based upon actual market transactions. However, comparable that fit perfectly rarely exist. Privately held companies are compared to publicly traded ones that are typically further along in their stage of development, have superior access to capital, and have common stock that is readily marketable.

Often historical results of public companies are being compared to projected results for the private company being valued. In order to reflect these differences, data from the Guideline Companies must be appropriately adjusted. Selecting the market multiple to apply to the Company requires judgment.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

INCOME APPROACH

Discounted Cash Flows Method

The earnings value method involves determination of the future earnings of the Company from its normal operations.

Discounted Cash Flow Method (DCF method) seeks to capture the discounted present value of the free cash flows generated by the business as a going concern. The DCF approach requires two basic estimates; the free cash generated by the business and the cost of capital. In developing the cash flow forecast, two additional factors need to be considered:

Length of the forecast; and

Determination of the perpetuity value of the business at the end of the forecast period.

The DCF focuses on the Free Cash Flows (FCFs) that the company can generate over a period of time. The underlying assumption of this method of valuation is that the value of a business can be measured by the present worth of the net cash benefit (being cash inflows less cash outflows) to be received over the period of forecast and beyond. The DCF has its foundation in the Present Value rule, where the value of any asset is the Present Value of its expected future cash flows.

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The steps followed in applying this approach include projecting the expected cash flows of the business over a selected period of estimation and converting these cash flows to present value through discounting. The discounting process uses the Weighted Average Cost of Capital (WACC). Finally, the present value of the cash flows over the period of estimation and the present value of the terminal value, i.e., the value of the business at the end of the estimation period, are summed up to arrive at the total present Business/ Enterprise Value.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799 Page 9

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Free Cash Flows

Free Cash Flows (FCF) are arrived at as follows:

Free Cash Flows (FCF) are arrived at as follows:	Free Cash Flows (FCF) are arrived at as follows:
Earnings before Interest on Term Loan, Taxes, Depreciation and Amortization A
Less: Taxation	B
Adjusted Cash Flows	C = A – B
Less: Increase in Working Capital	D
Less: Capital Expenditure	E
Free Cash Flows for the year	F = C – D – E

The FCFs are then discounted using the discounting factor to arrive at their Net Present Value (NPV).

The Discounting Factor

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The discount rate applied to estimate the present value of explicit forecast period cash flows. One of the advantages of the DCF approach is that it permits the various elements that make up the discount factor to be considered separately, and thus, the effect of the variations in the assumptions can be modeled more easily.

The components of the weighted average cost of capital are:

Cost of Equity

The cost of equity is the desired rate of return for an equity investor given the risk profile of the company and associated cash flows and is calculated using the Capital Asset Pricing Model (CAPM).

Cost of Debt

The cost of debt is the average interest rate on Long term debt (after tax) on the borrowings of the business being valued.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799 Page 10

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Terminal Value

At the end of the explicit forecast period, a terminal value is calculated to arrive at the value of the business at the end of the estimation period. The important assumption in calculating the terminal value is that there would be no material change in trends or economic outlook beyond the explicit forecast period.

This terminal value is then discounted to its present value (value at the time of valuation) using the discounting factor for the last year of the forecast horizon.

The net present value takes into account the cost of debt, cost of equity and target capital structure. It also takes into account the risks to which the enterprise is exposed. The discount rate is based on the overall risk perception of the company.

COST APPROACH

Net Assets Value Method (NAV)

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The Net Asset Value represents the value of the shares with reference to the value of the assets owned by the Company and liabilities on the valuation date. Generally historical cost (latest audited financial statements) of the assets/ liabilities is considered in arriving at the value per share. However in certain cases, the current / intrinsic values of assets/ liabilities may be considered in place of the historical values and due adjustments in the values thereof may be carried out in respect of fair value of investments, replacement cost of Plant & Machinery and fair value of Land & Building.

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C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Valuation Summary and Share Exchange Ratio:

S.No.	Name	Tejas Networks Limited (Transferee Company)	Tejas Networks Limited (Transferee Company)	Tejas Networks Limited (Transferee Company)	Saankhya Labs Private Limited (Transferor Company 1)	Saankhya Labs Private Limited (Transferor Company 1)	Saankhya Labs Private Limited (Transferor Company 1)
	Methods	Per Share Value	Weight (Wgt)	Value x Wgt	Per Share Value	Weight (Wgt)	Value x Wgt
1	Income Approach (Discounted Cash Flow Method)	NA			707.69	100%	707.69
2	Market Approach (Market Price Method)	634.39	100%	634.39	NA
3	Market Approach (Comparable Companies Method)	NA			NA
4	Cost Approach (Net Asset Value Method)	NA			NA
Weighted Average Fair Value Per Share (In INR) as on September 28, 2022		634.39			707.69
Share Exchange Ratio		1.12

NA = Not Applicable/Not Adopted

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company.

Notes:

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1) Income Approach –Discounted Cash Flow Method

• As Transferee Company’s shares are listed on stock exchanges, the information related to its future performances is price sensitive and not made available to us. Hence, this method has not been applied.

• As Transferor Company 1 & Transferor Company 2 are the unlisted companies and Transferor Company 2 is the wholly owned subsidiary of Transferor Company 1, we have been provided with the consolidated future projections of Transferor Company 1 and this method has been applied.

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

– 2) Market Approach Market Price Method and Comparable Companies Method

• As Transferee Company’s shares are listed on BSE & NSE and the shares are frequently traded, we have computed the price as per the SEBI prescribed pricing formula as higher of VWAP of last 90 trading days vs last 10 trading days preceding the date of board meeting.

• Basis of Current nature of the business of Transferor Company 1, there are no exact comparable companies available which are directly and only into the same business apart from a single company which is TNL (Transferee Company) itself and hence, due to the non-availability of relevant peer set, we have not used the comparable companies method to value Transferor Company 1.

• Due to unavailability of similar peer companies with similar size of operations and similar recent transactions on this scale in this industry, this approach has not been considered for valuation of Transferee company.

- 3) Cost Approach Net Assets Value Method (NAV)

• This Approach has not been considered since the net asset value does not reflect the intrinsic value of the business in a "going concern scenario”.

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PART V: CONCLUSION

Based on the above, we recommend the following exchange ratio to the shareholders of the Transferor Company 1 in respect to the proposed Scheme of Amalgamation:

For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.

For SPA Valuation Advisors Private Limited

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Neena Agarwal

Registered Valuer Registration No. - IBBI/RV/05/2019/11667

Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

CAVEATS AND LIMITATIONS

The conclusion of value arrived at herein is valid only for the stated purpose as of the date of the valuation and may not be used out of the context presented herein.

1. Public information, estimates, industry and statistical information contained in this report have been obtained from sources considered to be reliable. However, we independently did not verify such information and make no representation as to the accuracy or completeness of such information obtained from or provided by such sources.

2. The company and its representatives warranted to us that the information supplied to us was complete and accurate to the best of their knowledge and that the financial information properly reflects the business conditions and operating results for the respective periods in accordance with generally accepted accounting principles. Information supplied to us has been accepted as correct without any further verification. We have not audited, reviewed, or compiled the financial information provided to us and, accordingly, we express no audit opinion or any other form of assurance on this information.

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1. Financial information of the subject company is included solely to assist in the development of a value conclusion presented in this report and should not be used to obtain credit or for other purpose. Because of the limited purpose of the information presented, it may be incomplete and contain departures from generally accepted accounting principles. We have not audited, reviewed or compiled this information and express no assurance on it.

2. We do not provide assurance on the achievability of the results forecasted by the client because events and circumstances frequently do not occur as expected; differences between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans, and assumptions of management.

3. The conclusion of value arrived at herein is based on the assumption that the current level of management expertise and effectiveness would continue to be maintained, and that the

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

character and integrity of the enterprise through any sale, reorganization, exchange, or diminution of the owners’ participation would not be materially or significantly changed.

1. Possession of this report, or a copy thereof, does not carry with it the right of publication of all or part of it nor may it be used for any purpose by anyone other than those enumerated in this report without the written consent of the Valuer (except the Affiliates of the Companies, regulators). This report and the conclusion of value arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein.

2. The report and conclusion of value are not intended by the author and should not be construed by the reader to be investment advice in any manner whatsoever. The conclusion of value represents the considered opinion of Valuer, based on information furnished to them by the client.

3. Neither all nor any part of the contents of this report (especially the conclusion of value, the identity of any valuation specialist(s), or the firm with which such valuation specialists are connected or any reference to any of their professional designations) should be disseminated to the public through advertising media, public relations, news media, sales media, mail or any other means of communication without our prior written consent and approval.

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1. This valuation reflects facts and conditions existing or reasonable foreseeable at the valuation date. Subsequent events have not been considered, and we have no obligation to update our report for such events and conditions.

2. The analyst, by reason of this valuation, is not required to give further consultation, testimony, or be in attendance in court with reference to the subject matter of this report unless prior intimation have been made.

3. Our engagement for this valuation consulting work does not include any procedures designed to discover any defalcations or other irregularities, should any exist.

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C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

1. We are not an environmental consultant or auditor and takes no responsibility for any actual or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. We does not conduct or provide environmental assessments and has not performed one for the subject property.

2. We haven’t determined independently whether the client is subject to any present or future liability relating to environmental matters nor the scope of any such liabilities. Our valuation takes no such liabilities into account, except as they have been reported to us by the client or by an environmental consultant working for the client.

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1. We don’t accept any liability to any party in relation to the issuance of this Valuation Report . No change of any item in this valuation/conclusion report shall be made by anyone other than us, and we shall have no responsibility for any such unauthorized change. To the fullest extent permitted by law, SPA is harmless against all actions, proceedings and claims brought or threatened and all loss, damage and expense (including all legal expenses) relating thereto where such action, proceeding or claim has arisen out of or results from or is connected with the failure of the financial and prospective information provided to us, or any of its professional legal advisers to comply with the terms of this letter.

2. This report is not a substitute for the third party’s own due diligence/ appraisal/ enquiries/ independent advice that the third party should take for this purpose.

3. It is assumed that there is full compliance with all applicable central, state, and local environmental regulations and laws unless noncompliance is stated, defined, and considered in the report.

4. The prospective financial information approved by management has been used in our work, we have not examined or compiled the prospective financial information and therefore, do not express an audit opinion or any other form of assurance on the prospective financial information

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

or the related assumptions. Events and circumstances frequently do not occur as expected and there will usually be differences between prospective financial information and actual results, and those differences may be material.

1. We have conducted interviews with the current management of the client concerning the past, present, and prospective operating results of the company. Except as noted, we have relied on the representations of the owners and management concerning the value and useful condition of all equipment, real estate, investments used in the business, and any other assets or liabilities, except as specifically stated to the contrary in this report.

2. We have made no investigation of title to property, and assume that the owner’s claim to the property is valid. We have not attempted to confirm whether or not all assets of the business are free and clear of liens and encumbrances or that the entity has good title to all assets. However we make no representation as to accuracy or completeness of such information and have performed no procedures to corroborate the information.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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Annexure IX

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Annexure X

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THIS DOCUMENT CONTAINS INFORMATION PERTAINING TO THE UNLISTED ENTITY “SAANKHYA LABS PRIVATE LIMITED” (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 1 ” OR “ SAANKHYA LABS ” OR “ UNLISTED COMPANY 1 ”) AND THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, INVOLVING SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 2” or “ SSE” OR “UNLISTED COMPANY 2”) WITH TEJAS NETWORKS LIMITED (“Tejas” or “Transferee Company”) AND THEIR RESPECTIVE SHAREHOLDERS.

THIS ABRIDGED PROSPECTUS HAS BEEN PREPARED IN TERMS OF THE REQUIREMENTS SPECIFIED IN SEBI CIRCULAR NO. SEBI/HO/CFD/SSEP/CIR/P/2022/14 DATED FEBRUARY 04, 2022 (“SEBI CIRCULAR”) AND IS PREPARED PURSUANT TO REGULATION 37 OF THE SEBI (LODR) REGULATIONS, 2015 READ WITH SEBI CIRCULAR NO. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021 ("SEBI CIRCULAR") ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI").

KINDLY SCAN THE QR CODE AS PROVIDED ON THE FIRST PAGE OF THIS DOCUMENT TO DOWNLOAD THE ABRIDGED PROSPECTUS OR ALTERNATIVELY YOU CAN DOWNLOAD THE SAME FROM THE TRANSFEREE COMPANY WEBSITE AT https://tejasnetworks.com/ AND ALSO FROM THE WEBSITE OF NSE and BSE WHERE THE SAME HAS BEEN SUBMITTED

THIS DOCUMENT DATED DECEMBER 20, 2023 SHOULD BE READ TOGETHER WITH THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013.

THIS ABRIDGED PROSPECTUS CONTAINS 16 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

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SAANKHYA LABS PRIVATE LIMITED

CIN: U72200KA2006PTC041339 Date of Incorporation: 29/12/2006

Registered Office	Corporate Office	Contact Person	Email and Telephone	Website
3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bangalore KA 560001 IN	3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bangalore KA 560001 IN	Dr. Vishwakumara Kayargadde	Email: vkk@saankhyalabs.com Tel.: +91- 80 6117 1000 +91- 82778 93870	www.saankhyalabs.com

NAME OF PROMOTER OF SAANKHYA LABS PRIVATE LIMITED

Tejas Networks Limited

163

Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue Size (by no. of shares or by amount in Rs)	OFS Size (by no. of shares or by amount in Rs)	Total Issue Size (by no. of shares or by amount in Rs)	Issue Under 6(1)/ 6(2)	Share Reservation	Share Reservation	Share Reservation
					QIB	NII	RII
Not Applicable

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders

Name	Type	No of Shares offered/Amount in Rs	WACA in Rs per Equity	Name	Type	No of Shares offered/ Amount in Rs	WACA in Rs per Equity
Not Applicable
Price Band, Minimum Bid Lot & Indicative Timelines
Not Applicable

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price - Highest Price (in Rs.)
Not Applicable

RISK IN RELATION TO THE FIRST OFFER

Not Applicable as Saankhya Labs is an unlisted company and is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

DETAILS OF THE SCHEME OF AMALGAMATION

Background:

Transferor Company(s)

1. Saankhya Labs Private Limited (“ Transferor Company 1” ) is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

164

1. Saankhya Strategic Electronics Private Limited ( “Transferor Company 2”) is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

2. Transferor Company 1 and Transferor Company 2 are collectively referred as “Transferor Companies”.

Transferee Company

1. Tejas Networks Limited (“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and a seamless softwareenabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited .

Transferor Companies and Transferee Company are collectively referred as “Parties”.

Pursuant to the agreements dated March 30, 2022, the Transferee Company acquired 64.40 % share capital of the Transferor Company 1. Consequently, the Transferor Company 1 became a Subsidiary of the Transferee Company.

Brief details of the Scheme:

Upon effectiveness of this Scheme and with effect from the Appointed Date (as defined in the Scheme of Amalgamation) and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, all assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferor Companies shall stand transferred to and vested in the Transferee Company as a going concern, without any further act, instrument or deed matter or thing, or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme.

Consideration and Share Exchange Ratio:

As per the valuation report dated September 29, 2022, share exchange ratio on proposed amalgamation will be as below:

Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each

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shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date (as defined in the Scheme of Amalgamation), as under:

“For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.”

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company.

No equity shares shall be issued by the Transferee Company in respect of the shares held by the Parties inter-se and all such shares shall stand cancelled upon the Scheme becoming effective, without any further act or deed as an integral part of the Scheme.

Rationale of the scheme: The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

(a)	enhancement of operational, organizational and financial efficiencies, and achieve
	economies of scale by pooling of resources;
(b)	achieve synergies in revenue, costs, operations, and stronger base for future growth;
(c)	an integrated and coordinated approach to business will allow for a more efficient
	allocation of capital and cash management;
(d)	further expand and grow all business into the international markets;
(e)	reduction in the multiplicity of legal and regulatory compliances currently required
	to be carried out by Transferor Companies and the Transferee Company;
(f)	consolidation of administrative and managerial functions and elimination of multiple
	record-keeping,_inter alia_other expenditure and optimal utilization of resources
(g)	adaptation of best practices and in enhancing mechanisation/ automation of various
	processes through latest technologies.
(h)	Streamlining of the corporate structure; and
(i)	improved organizational capability and leadership, arising from the pooling of
	human capital that has diverse skills, talent, and vast experience to compete in an
	increasingly competitive industry.
The amalgamation is in the interest of all the companies, their respective shareholders, creditors and
all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors
or the public at large.

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Effect on Share capital of the Transferor Companies

Upon the effectiveness of this Scheme, the aggregate authorised share capital of the Transferor Company 1 and Transferor Company 2 (“ Transferor Companies ”) as on the Effective Date will be reclassified, altered and combined with the authorised equity share capital of the Transferee Company as on the Effective Date and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees to ROC.

For further details please refer the Scheme of Amalgamation

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking any decision in relation to the Scheme. For taking any decision, investors must rely on their own examination of the Transferee Company, Transferor Companies and the Scheme including the risk involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the Scheme. Specific attention of the investors is invited to the section titled "Internal Risk Factors" at page 13 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue would not be applicable as Transferor Companies are not offering any of its securities/equity shares to the Public under the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration. Hence, the procedure with respect to the Bid-cum-Application Form, RHP and General Information Document is not applicable.

PRICE INFORMATION OF BRLM’s Not Applicable

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

MERCHANT BANKER APPOINTED BY TEJAS NETWORKS LTD

SPA Capital Advisors Limited R/o- 25, C - Block, Community Centre JanakPuri, New Delhi - 110058 Tel. No.: +91 11 4567 5500, Fax No.: +91 11 2553 2644 Email: legal@spacapital.com https://www.spacapital.com/ SEBI Reg. No. MB/INM000010825

Statutory Auditor of Saankhya Labs	Price Waterhouse Chartered Accountants LLP, 5th Floor, Tower "D", The Millenia 1&2 Murphy Road, Ulsoor, Bangalore - 560 008 Email:darshan.rajvir@pwc.com Telephone No.:+9180 4079 5058

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PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED

PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED
Sr. No.	Name	Individual/ Corporate	Background of the Promoter
1.	Tejas Networks Limited	Corporate	Tejas Networks Limited(“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s 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. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

BUSINESS OVERVIEW AND STRATEGY

Saankhya Labs Overview

Saankhya Labs Private Limited is a company incorporated under the provisions of the Companies Act, 1956. Saankhya Labs was founded in December 2006, by Parag Naik, Dr. Vishwakumara Kayargadde and Hemant Mallapur. Saankhya Labs is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of Saankhya Labs include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. Saankhya Labs provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Saankhya Labs are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of Saankhya Labs.

Product/Service Offering:

Saankhya Labs provides SDR chipsets including Modulators and Demodulators for TV broadcast and receiver markets, Broadcast radio heads and mobile receivers for Direct to Mobile (D2M) market, 5G Radio Units and 5G RAN, Network automation & management software for telecom infrastructure markets, Satellite Communication and IoT tracking products for railway locomotives and sea vessels, and also provides Satellite Communication products for Defence communication.

Revenue segmentation by product/service offering

Saankhya Labs generated revenue of Rs. 0.26 Crore from its products and Rs. 84.91 Crore from its Services for the fiscal year ended March 31, 2023 on a consolidated basis.

Geographies Served:

USA, India, Europe, South-East Asia

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Revenue segmentation by geographies

The Domestic Turnover of Saankhya Labs accounted for Rs. 26.88 Crore and Export Turnover accounted for Rs. 58.29 Crore for the fiscal year ended March 31, 2023 on a consolidated basis.

Key Performance Indicators

In the last three years ended Fiscal 2023, Fiscal 2022, Fiscal 2021, Saankhya Labs has on a consolidated basis earned revenue from operations of Rs. 85.17 Crore, Rs. 108.75 Crore and Rs. 37.04 Crore respectively, Net Profit before Tax of Rs. -37.23 Crore, Rs. 30.16 Crore and Rs. - 2.24 Crore respectively and Net Profit after Tax of Rs. -27.16 Crore, Rs. 22.91 Crore and Rs. -2.01 Crore respectively. It has reported Return on Net Worth of -25.03%, 17.42% and -1.69% for the Fiscal 2023, Fiscal 2022 and Fiscal 2021 respectively.

Client Profile or Industries Served:

Saankhya Labs caters to clients across multiple industries including Telecommunication, Broadcast, Satellite Communication, Defence, IT Services, Government and Public Sector Entities. Some of the key clients of Saankhya Labs across these industries are Sterlite Technologies, Sinclair Broadcast Group USA, DISH Purchasing Corporation USA, ISRO – Space Application Centre, Cyient, Tata Consultancy Services, and Bharat Electronics Limited.

Revenue segmentation in terms of top 5/10 clients or Industries:

The top ten customers of Saankhya Labs accounted for operating revenue of Rs 81.25 Crore (approx. 95.4%) for the fiscal year ended March 31, 2023.

Intellectual Property, if any:

Saankhya Labs has cumulatively filed 99 Indian and International Patent applications, out of which 53 Patents have been granted and 46 applications are under process, primarily in the 'Electric Communication Technique’ category.

Market Share:

Saankhya Labs operates in new technology areas with innovative products based on several years of research and development. Although Saankhya Labs’ current market share in 5G Infrastructure, 5G Broadcast and Satcom is small, but with the products under development, it is well-positioned to win substantial market share in 5G Infrastructure and 5G Broadcast business globally and Satcom business in India during the coming years. In the broadcast business Saankhya Labs is a leading supplier of ATSC 3.0 chipset and in the satellite communication business. Saankhya Labs is a leading supplier of Satellite based Vessel Tracking Terminals.

Manufacturing plant, if any:

Nil

Employee Strength:

As on September 30, 2023 Saankhya Labs has 121 employees at various levels of the organization, and out of these 75 employees are in R&D function.

BOARD OF DIRECTORS

	Sr.	Name	Designation	Experience & Educational	Other Directorships
	No.			Qualification
	1	Mr. N.	Nominee	Mr. Subramaniam is the COO of TCS	Indian Companies: 5
		Ganapathy Subramaniam	Director and Non-	since February 2017. He is also the Chairman of Tata Elxsi Limited. Prior to	1.Tejas Networks Limited
		(DIN- 07006215)	Executive Chairman	taking over the TCS COO’s role he served as the Executive Vice President and Head of TCS Financial Solutions, a	2.Tata Consultancy Services Limited 3.Tata
				strategic business unit of TCS. He has	Communications
				held many key leadership positions in	Limited
				TCS across Client Delivery, Business	4.Tata Elxsi Limited
				Development, integration of businesses	5. TCS Foundation.

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				and Product Development. He has been a part of TCS and the Indian IT Industry for the past 40 years. He has played a strategic role in several landmark projects that TCS undertook across geographies. He joined TCS in 1982 after completing his Masters in Mathematics from University of Madras.		Foreign Companies: 7 1.TCS Financial Solutions Australia Pty. Limited 2.TCS FNS Pty. Limited 3.TCS Financial Solutions Beijing Co. Limited 4.Diligenta Limited 5. Tata Consultancy Services Asia Pacific Pte. Limited 6. Tata Consultancy Services (China) Co. Ltd. 7.Tata Consultancy Services Netherlands B.V.
	2	Mr. Chandrashek ar Bhaskar Bhave (DIN: 00059856)	Independe nt Director	Mr. Chandrashekhar Bhaskar Bhave served as Chairman of Securities Exchange Board of India (SEBI), India’s capital market regulator from 2008 to 2011. Prior to this he was the chairman and Managing Director of National Securities Depository Limited (NSDL) from its inception in 1996 till 2008. He is 1975 batch Indian Administrative Services (IAS) officer and has worked with the Central and State Governments in various capacities and roles. He has won several awards from the Government of Maharashtra for his outstanding work. Mr. Bhave received a Bachelor’s degree in Electrical Engineering from Jabalpur Engineering College.		Indian Companies:6 1.Avenue Supermarts Limited. 2.Mahindra And Mahindra Financial Services Limited. 3.Vistaar Financial Services Private Limited. 4. Indian Institute For Human Settlements. 5. Tejas Networks Limited. 6.Niva Bupa Health Insurance Company Limited. Foreign Companies: - Nil
	3.	Prof. Bhaskar Ramamurthi (DIN: 01914155)	Independe nt Director	Prof. Bhaskar Ramamurthi heads the Centre of Excellence in Wireless Technology, located at the IIT-Madras Research Park, which is focused on emerging wireless standards and technologies. He is a holder of several patents related to 4G and 5G technologies and was the national coordinator for the project to build an end-to-end 5G Test Bed. He has served as the Chairman of Telecommunications Standards Development Society, India (TSDSI). He is a Fellow of the Institute of ElectricalandElectronicsEngineers		Indian Companies:3 1.Tejas Networks Limited. 2. IITM Pravartak Technologies Foundation. 3. Higher Education Financing Agency. Foreign Companies: Nil

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				(IEEE) and Indian National Academy of Engineering (INAE) and Hon. Fellow of Rheinisch-Westfaelische Technische Hochschule (RWTH) Aachen, Germany. He served as Director, IIT Madras during 2011-21. After working at AT&T Bell Laboratories for a couple of years, he joined the faculty of his alma mater IIT Madras in 1986. His areas of specialization are Communications and Signal Processing. His body of research is in Wireless Networks, Modulation, Wireless Data, and Audio and Video Compression. Prof. Bhaskar Ramamurthi graduated with a B.Tech in Electronics from IIT Madras (1980). He secured his M.S. (1982) and Ph.D. (1985) in Electrical Engineering from the University of California at Santa Barbara.
	4.	Mr. Mark Andrew Aitken (DIN- 08000616)	Non Executive Director	Mr. Aitken joined the Sinclair Broadcast Group (SBG) in 1999. Mr. Aitken serves as Vice President of Advanced Technology at SBG since 2011. He continues to serve as President of ONE Media, a position held since 2016. Prior to SBG, Mr. Aitken held multiple positions in Comark Communications including Manager of the Systems Engineering, RF Engineering and Sales Engineering groups, as well as Director of Marketing and Sales Support. He is a member of the Association of Federal Communications Consulting Engineers (AFCCE), the Institute of Electrical & Electronic Engineers (IEEE) and the Society of Motion Picture & Television Engineers (SMPTE). He is the author of many papers dealing with innovative RF product developments, advanced digital broadcast systems design- implementation strategies, and holds patents for various RF devices and Next Gen systems. Mark attended Springfield Technical Community College (STCC) focused on Design Engineering, and Rensselaer Polytechnic Institute (RPI) for advanced education in Project and Program Management.		Indian Companies: Nil Foreign Companies: Nil
	5.	Mr. Arnob Roy	Nominee Director	Mr. Arnob is Co-founder, Executive Director and Chief Operating Officer of Tejas Networks Limited. He has over 35 years ofexperiencein researchand		Indian Companies: 1 1.Tejas Networks Limited

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		(DIN- 03176672)		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 Science in Computer Science from the University of Nebraska, Lincoln, USA. And a Bachelor’s Degree in Technology in Electronics and Communication Engineering from the Indian Institute of Technology, Kharagpur.		Foreign Companies: Nil
	6.	Mr. Parag Naik Balwant (DIN- 01055996)	Managing Director and CEO	Mr. Parag is a technology entrepreneur with over 26 years of industry experience. He co-founded Saankhya Labs and was the CTO and VP Marketing between 2007-2014. At Saankhya Labs he has been the CEO since April 2014. Under his leadership Saankhya has designed and successfully launched indigenous SDR chipsets and Satcom products for a variety of applications. Prior to Saankhya, he co- founded Smart Yantra technologies (one of India’s first video streaming IP companies) in 2000 and Vayavya Labs, a Electronic Design Automation Company in 2006. Early on in his career he worked on the Mission Computer hardware and software for India’s indigenous LCA Tejas and at Philips Innovation Labs as one of its early members building world’s early DTV and STB receivers. He is a named inventor on 35 US and India patents in the areas of VLSI design, CPU/SDR architecture, Digital Communications, Signal Processing and Hardware- Software Co-design/ Code generators. He holds a Bachelor’s degree in Computer Science and Engineering (1992)from Karnatak University, India.		Indian Companies: 2 1.Saankhya Strategic Electronics Private Limited 2. Vayavya Labs Private Limited. Foreign Companies: 1 Saankhya Labs Inc.
	7.	Dr. Vishwakuma ra Kayargadde (DIN- 00751260)	Executive Director and COO	Dr. Vishwa is a technology entrepreneur with over three decades of industry and research experience. He Co-founded Saankhya Labs and has been responsible for shaping and running company’s business operations. Prior to Saankhya he was co-founder and CEO at Smart Yantra technologies, one of India’s first video streaming IP companies. Prior to founding Smart Yantra, he was at Philips Consumer Electronics wherehe contributed to the		Indian Companies: 1 1.Saankhya Strategic Electronics Private Limited. Foreign Companies: 1 1. Saankhya Labs Inc

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system and software architecture for a new range of digital Televisions. He holds a Ph. D. degree from Eindhoven University of Technology, The Netherlands, and M.E in ECE from Indian Institute of Science (IISc) Bangalore.

OBJECTS OF THE ISSUE

Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

CAPITAL STRUCTURE OF SAANKHYA LABS AS ON SEPTEMBER 30[TH] , 2023 Equity Share Capital:

Authorised Capital Paid-up Capital* 47,58,50,000 (Indian Rupees Forty Seven Crore Fifty Eight Lakh Fifty Thousand) divided into 8,70,17,010 (Indian Rupees Eight Crore Seventy 1,07,28,000 (One Crore Seven Lakhs Twenty Lakh Seventeen Thousand Ten) divided into Eight Thousand) Equity Shares of Rs. 10 (Indian 87,01,701 (Eighty Seven Lakh One Thousand Rupees Ten) each and 36,85,700 (Thirty Six Seven Hundred One) Equity Shares of Rs. 10 Lakhs Eighty Five Thousand Seven Hundred) (Indian Rupees Ten) each. Preference Shares of Rs. 100 (Indian Rupees Hundred) each.

*87,01,701 Equity shares excludes 10,06,120 no. of Treasury shares issued to Saankhya Labs Private Limited ESOP Trust.

SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME
Sr. No.	Name of the Shareholders	Pre- Issue Number of Shares	% Holding of Pre- issue
	Promoter & Promoter Group
1.	Tejas Networks Limited	6,251,496	64.40%
	**Total-A **	6,251,496	64.40%
	Public/Other than Promoters
1.	One Media 3.0, LLC	1,213,707	12.50%
2.	Saankhya Labs Private Limited ESOP Trust	1,006,120	10.36%
3.	Parag Naik	333,020	3.43%
4.	Hemant Mallapur	243,962	2.51%
5.	Vishwakumara Kayargadde	216,425	2.23%
6.	Anindya Saha	175,260	1.81%
7.	Vivek Kimbahune	73,275	0.75%
8.	Abdul Aziz	69,915	0.72%
9.	Sunil H R	52,230	0.54%
10.	Subrahmanya K S	33,995	0.35%
11.	Mr. Venkanagouda K Patil & Mrs. Tulasa VPatil	16,500	0.17%
12.	Shrinivas Bhat	12,318	0.13%
13.	Susmit Kumar Datta	9,598	0.10%
	Total-B	3,456,325	35.60%
	Total (A+B)	9,707,821	100.00%

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Number/amount of equity shares proposed to be sold by selling shareholders, if any: Not Applicable^

^ Saankhya Labs or Transferor Companies Shareholders are not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration.

RESTATED CONSOLIDATED AUDITED FINANCIALS

RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS
		(Amount	in Lakhs) except otherwise stated
	Latest Stub Period for the period April 01, 2023 to September 30, 2023#	For the period ended March 31, 2023#	For the period Ended March 31, 2022#	For the period ended March 31, 2021#
Total income from operations (Net) (Operating Revenue)	5,735.26	8,516.79	10,874.53	3,704.47
Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT)	43.05(*)	-3,935.47(*)	2,767.86	-480.63
Net Profit/(Loss) before taxand extraordinaryitems	65.10	-3,723.39	3,015.63	-223.62
Net Profit / (Loss) after tax and extraordinary items	-67.02	-2,716.15	2,291.12	-200.86
Equity Share Capital	870.17	870.17	478.39	477.89
Preference Share Capital	-	-	3,685.69	3,685.69
Reserves and Surplus/Other Equity**	6,526.54	6,539.81	10,127.93	7,844.74
Net worth	7,396.71	7,409.98	14,292.01	12,008.33
Basic earnings per share (Rs.)	-0.77	-31.52	38.05	-3.34
Diluted earnings per share (Rs.)	-0.77	-31.52	23.12	-3.34
Return on net worth (%)***	-1.81%	-25.03%	17.42%	-1.69%
Net asset value per share (Rs.)****	76.19	76.33	147.22	123.70

#The Latest Stub Period financials for the period April 01, 2023 to September 30, 2023 and financials for the fiscal year ending 2023 are as per INDAS. And fiscal year ending 2022 and 2021 are as per IGAAP which is the accounting adopted by the Saankhya Labs’ management during that period.

*Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT) for Latest Stub Period financials and fiscal year ending 2023 financials includes notional RSU cost of INR 2,444.33 Lakhs and INR 2,927.34 Lakhs respectively based on issue of RSU’s during fiscal year ending 2023.

Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT) for Latest Stub Period financials and fiscal year ending 2023 financials excluding the notional RSU costs will be INR 2,487.38 Lakhs and INR -1,008.13 Lakhs respectively.

**Reserves and Surplus/Other Equity includes Securities Premium, Retained Earnings, Employee Stock Compensation Outstanding, Capital Reserves and Foreign Currency Translation Reserve.

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***Return on Net Worth is arrived based on PAT divided by Average Networth {(Opening Networth + Closing Networth)/2}.PAT is annualised for the stub period from April 01, 2023 to September 30, 2023.

****Net asset value per share is arrived based on Total Equity divided by diluted no. of shares at the period end.

	**INTERNAL RISK FACTORS **
1.	Telecom Infrastructure products market has a few large global players operating for many years and have large R&D budgets to keep up with the rapid technological changes. Saankhya Labs’ business performance may also depend on the ability to effectively adopt new technologies and ecosystems, perform research & development, and innovate in a timely manner to compete in the market.
2.	Telecommunications industry is dynamic and continues to evolve based on the external environment including macro-economic and geo-political factors, technological advances, consumer demand, global supply chain dynamics, etc. which can impact the financial condition, growth prospects and operations of Saankhya Labs.
3.	Saankhya Lab’s success depends in large part upon our highly skilled technology professionals and our ability to attract skilled workforce, train employees and manage attrition.
4.	Saankhya Lab’s performance may be affected by potential lawsuits and litigation involving its intellectualpropertyrelatedmatters.
5.	Catastrophic events such as further phases of COVID-19, could materially impact the financial conditionand operations ofSaankhyaLabs.
6.	Any security or privacy breaches, data leaks, or unauthorized tampering could have a material adverse effect on the business, financial condition, and/or operations of Saankhya Labs.
7	Saankhya Labs’ revenues are concentrated with top ten customers accounting for operating revenue of 95.4% for the fiscal year ended March 31, 2023.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against the Transferor Company 1 and					amount involved
Name of Entity	Criminal Proceedi ngs	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters	Mater ial Civil Litiga tions	Aggregate amount involved (Rs in crores)
Transferor Company 1
By the Transferor Company 1	NIL	6	1	NIL	1	Tax Litigation amount of INR 7.86 cr Statutory or Regulatory Proceeding amount of INR 0.63 cr Material Civil Litigations – NA*

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Against the Transferor Company 1	NIL	NIL	NIL	NIL	NIL	NIL
Directors
By our Directors	NIL	NIL	NIL	NIL	NIL	NIL
Against the Directors	NIL	NIL	NIL	NIL	NIL	NIL
Promoters
By Promoters	NIL	Direct Tax – 40# Indirect Tax – 5	70	NIL	1	Statutory or Regulatory Proceeding amount of INR 21.44cr Material Civil Litigation amount of INR 38.21 cr Indirect Tax Litigation amount of INR 54.43cr
Against Promoters	NIL	Direct Tax – 14 # Indirect Tax – 2	NIL	NIL	2	Material Civil Litigation amount of INR 3.87 cr Indirect Tax Litigation amount of INR 14.97cr
Subsidiaries
By Subsidiaries	NIL	NIL	NIL	NIL	NIL	NIL
Against Subsidiaries	NIL	NIL	NIL	NIL	NIL	NIL

• The Material Civil Litigations pertains to Patent related matter and will not result in any tax liability against the Transferor Company 1.

These direct tax litigations will not result in any tax liability against the Company

B. Brief details of top 6 material outstanding litigations by the Transferor Company 1 and amount involved

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	Sr. No.	Particulars	Litigation filed by	Current status	Amount involved (INR Crores)
	1.	Demand issued by Additional / Joint / Deputy / Assistant Commissioner of Income Tax/ Income-tax Officer, National e- Assessment Centre for AY 2018-19 for disallowance of Carry forward losses under Section 79 of Income Tax Act which is under appeal before CIT (Appeals)*	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	4.80
	2.	Demand issued by Assistant Commissioner of Commercial Taxes (Enf-10) for variance in input credit claimed between GSTR-3B and GSTR- 2A	Saankhya Labs Private Limited	Pending before JOINT COMMISSIONER OF COMMERCIAL TAXES	1.41
	3.	Demand issued by Deputy Director on Income Tax for variance in TDS credit in Form 26AS, which is under appeal before CIT (Appeals)	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	0.91
	4.	Demand issued by Registrar of Companies, Bangalore for non- compliance of section 135. Suo moto application filed with ROC under section 135	Saankhya Labs Private Limited	Pending before REGIONAL DIRECTOR	0.63
	5.	Demand issued by Deputy Commissioner of Income tax rejecting DCF method adopted and considering NAV. Hence Share premium received is added back as income from other sources under Section 56(2)(viib), which is	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	0.46

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==> picture [470 x 154] intentionally omitted <==

----- Start of picture text -----

under appeal before
CIT (Appeals)
Demand issued by
Deputy
Commissioner of
Commercial Taxes
Pending before
for variance in input Saankhya Labs Private
6. Appellate 0.28
claimed between Limited
Authority
GSTR -3B and
GSTR-2A, which is
pending under appeal

----- End of picture text -----*

*Transferor Company 1 is eligible for tax refund of Rs. 45.61 Lakhs for the AY 2018-19 and Rs. 148.19 Lakhs for the AY 2020-21. However, the same was withheld against the above orders.

** Transferor Company 1 has made pre-deposit of Rs. 34.33 Lakhs in the AY 2022-23.

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any : Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

ANY OTHER IMPORTANT INFORMATION AS PER MERCHANT BANKER / SAANKHYA LABS

Nil

DECLARATION BY THE TRANSFEROR COMPANY 1

We hereby declare that all relevant provisions of the Companies Act , 1956, the Companies Act, 2013 and the Guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and Part-E of Schedule VI of the SEBI (ICDR) Regulations, 2018, to the extent applicable, has been complied and no statement made in this document is contrary to the provisions to the said SEBI Circular and SEBI Regulations. We further certify that all statement in this Abridged Prospectus is true and correct.

For Saankhya Labs Private Limited

Sd/-

N R Ravikrishnan Authorised Signatory

Date: December 20, 2023 Place: Bengaluru

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Annexure XI

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THIS DOCUMENT CONTAINS INFORMATION PERTAINING TO THE UNLISTED ENTITY “SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED” (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 2” or “ SSE” OR “UNLISTED COMPANY 2”) AND THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 INVOLVING SAANKHYA LABS PRIVATE LIMITED (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 1” or “ SAANKHYA LABS ” OR “UNLISTED COMPANY 1” ) AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED (“Tejas” or “Transferee Company”) AND THEIR RESPECTIVE SHAREHOLDERS.

THIS ABRIDGED PROSPECTUS HAS BEEN PREPARED IN TERMS OF THE REQUIREMENTS SPECIFIED IN SEBI CIRCULAR NO. SEBI/HO/CFD/SSEP/CIR/P/2022/14 DATED FEBRUARY 04, 2022 (“SEBI CIRCULAR”) AND IS PREPARED PURSUANT TO REGULATION 37 OF THE SEBI (LODR) REGULATIONS, 2015 READ WITH SEBI CIRCULAR NO. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021 ("SEBI CIRCULAR") ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI").

KINDLY SCAN THE QR CODE AS PROVIDED ON THE FIRST PAGE OF THIS DOCUMENT TO DOWNLOAD THE ABRIDGED PROSPECTUS OR ALTERNATIVELY YOU CAN DOWNLOAD THE SAME FROM THE TRANSFEREE COMPANY WEBSITE AT https://tejasnetworks.com/ AND ALSO FROM THE WEBSITE OF NSE and BSE, WHERE THE SAME HAS BEEN SUBMITTED.

THIS DOCUMENT DATED DECEMBER 20, 2023 SHOULD BE READ TOGETHER WITH THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013.

THIS ABRIDGED PROSPECTUS CONTAINS 12 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

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SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED

CIN: U72900KA2020PTC136822 Date of Incorporation: 04/08/2020

Registered Office	Corporate Office	Contact Person	Email and Telephone	Website
No.3, Embassy Icon, Third Floor, Infantry Road, Bangalore KA 560001 IN	No.3, Embassy Icon, Third Floor, Infantry Road, Bangalore KA 560001 IN	Dr. Vishwakumara Kayargadde	Email: vkk@saankhyastrategi c.com Tel.: +91 80 6117 1000 +91 82778 93870	www.saankhyastrategic. com

NAME OF PROMOTER OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED Saankhya Labs Private Limited

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Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue Size (by no. of shares or by amount in Rs)	OFS Size (by no. of shares or by amount in Rs)	Total Issue Size (by no. of shares or by amount in Rs)	Issue Under 6(1)/ 6(2)	Share Reservation	Share Reservation	Share Reservation
					QIB	NII	RII
Not Applicable

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders

Name	Type	No of Shares offered/Amount in Rs	WACA in Rs per Equity	Name	Type	No of Shares offered/ Amount in Rs	WACA in Rs per Equity
Not Applicable

Price Band, Minimum Bid Lot & Indicative Timelines

Not Applicable

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

RHP
Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price - Highest Price (in Rs.)
Not Applicable

RISK IN RELATION TO THE FIRST OFFER

Not Applicable as SSE is an unlisted company and is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

DETAILS OF THE SCHEME OF AMALGAMATION

Background:

Transferor Company(s)

1. Saankhya Labs Private Limited (“ Transferor Company 1” ) is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include

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• satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

• 1. Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of Saankhya Labs Private Limited (“ Transferor Company 1 ”).

Transferor Company 1 and Transferor Company 2 are collectively referred as

Transferee Company

1. Tejas Networks Limited (“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s 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. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities.

The equity shares of the Transferee Company are listed on BSE Limited and the National Stock Exchange of India Limited.

Transferor Companies and Transferee Company are collectively referred as “Parties”.

Pursuant to the agreements dated March 30, 2022, the Transferee Company acquired 64.40 % share capital of the Transferor Company 1. Consequently, the Transferor Company 1 became a Subsidiary of the Transferee Company.

Brief details of the Scheme:

Upon effectiveness of this Scheme and with effect from the Appointed Date (as defined in the Scheme of Amalgamation) and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, all assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferor Companies shall stand transferred to and vested in the Transferee Company as a going concern, without any further act, instrument or deed matter or thing, or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, rights, claims, intellectual

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properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme. Consideration and Share Exchange Ratio: As per the valuation report dated September 29, 2022, share exchange ratio on proposed amalgamation will be as below: Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date (as defined in the Scheme of Amalgamation), as under: “For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.” Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company. No equity shares shall be issued by the Transferee Company in respect of the shares held by the Parties inter-se and all such shares shall stand cancelled upon the Scheme becoming effective, without any further act or deed as an integral part of the Scheme. Rationale of the scheme: The Transferor Company 1 and Transferor Company 2 (“Transferor Companies”) are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits: (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources; (b) achieve synergies in revenue, costs, operations, and stronger base for future growth; (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management; (d) further expand and grow all business into the international markets; (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company; (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping,_inter alia_other expenditure and optimal utilization of resources (g) adaptation of best practices and in enhancing mechanisation/ automation of various

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processes through latest technologies.

(h) Streamlining of the corporate structure; and

(i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all the companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

Effect on Share capital of the Transferor Companies

Upon the effectiveness of this Scheme, the aggregate authorised share capital of the Transferor Companies as on the Effective Date will be reclassified, altered and combined with the authorised equity share capital of the Transferee Company as on the Effective Date and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees to ROC.

For further details please refer the Scheme of Amalgamation

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking any decision in relation to the Scheme. For taking any decision, investors must rely on their own examination of the Transferee Company, Transferor Companies and the Scheme including the risk involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the RHP. Specific attention of the investors is invited to the section titled "Internal Risk Factors" at page 10 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue would not be applicable as Transferor Companies are not offering any of its securities/equity shares to the Public under the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration. Also, since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company. Hence, the procedure with respect to the Bid-cum-Application Form, RHP and General Information Document is not applicable.

PRICE INFORMATION OF BRLM’s*

Not Applicable

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

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MERCHANT BANKER APPOINTED BY TEJAS NETWORKS LTD

SPA Capital Advisors Limited R/o- 25, C - Block, Community Centre JanakPuri, New Delhi - 110058 Tel. No.: +91 11 4567 5500, Fax No.: +91 11 2553 2644 Email: legal@spacapital.com https://www.spacapital.com/ SEBI Reg. No. MB/INM000010825

M S K A & Co. Chartered Accountants No. 23, Staywell House, Second Floor, First Main, Statutory Auditor of Saankhya Strategic Muthappa Block, Ganganagar, RT Nagar, Bangalore – Electronics Private Limited 560032, Karnataka, India. Email:carathiak@gmail.com

PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED
Sr. No.	Name	Individual/ Corporate	Background of the Promoter
1.	Saankhya Labs Private Limited	Corporate	Saankhya Labs Private Limited (“Transferor Company 1”) is a company incorporated under the provisions of the Companies Act, 1956). The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

BUSINESS OVERVIEW AND STRATEGY SSE Overview

Saankhya Strategic Electronics Private Limited (SSE) is a company incorporated under the provisions of the Companies Act, 2013. SSE was founded in August 2020, by Parag Naik, Dr. Vishwakumara Kayargadde and Hemant Mallapur. SSE 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. The Transferor Company 2 is a wholly owned subsidiary of Saankhya Labs Private Limited (“ Transferor Company 1).

PRODUCT/SERVICE OFFERING

SSE licenses semiconductor IP to build wireless communication solutions for Indian Defense and paramilitary forces. SSE provides engineering services to develop advanced wireless solutions for Indian defense and paramilitary forces. SSE has experience in developing end-to-end communication systems

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using Software Defined Radio (SDR) technologies and leverages this experience to provide product development services.

REVENUE SEGMENTATION BY PRODUCT/SERVICE OFFERING

SSE generated revenue of Rs. 68.70 Lakh for the fiscal year ended March 31, 2023. 100% of the revenues were generated from the services segment.

GEOGRAPHIES SERVED:

India

REVENUE SEGMENTATION BY GEOGRAPHIES

The Domestic Turnover of SSE accounted for Rs. 68.70 Lakh and Export Turnover accounted for Rs. Nil for the fiscal year ended March 31, 2023.

KEY PERFORMANCE INDICATORS

In the last three years ended Fiscal 2023, Fiscal 2022 and Fiscal 2021, SSE has earned revenue from operations of Rs. 68.70 Lakh, Rs. 323.93 Lakh and Rs. 144.78 Lakh respectively, net profit before tax of Rs. -27.49 Lakh, Rs. 58.71 Lakh and Rs. 42.90 Lakh respectively and net profit after tax of Rs. -33.64 Lakh, 43.07 Lakh and Rs. 32.10 Lakh respectively. It has reported Return on Net Worth of -49.22%, 67.68% and 76.25% for the Fiscal 2023, Fiscal 2022 and Fiscal 2021 respectively.

CLIENT PROFILE OR INDUSTRIES SERVED:

SSE caters to clients across Defense and Telecommunication industries. Some of the key clients of SSE across these industries are Cyient Limited, Innovation communication Systems Limited and Saankhya Labs Private Limited.

REVENUE SEGMENTATION IN TERMS OF TOP 5/10 CLIENTS OR INDUSTRIES:

The two customers of SSE accounted for operating revenue of Rs 68.70 Lakh (approx.100%) for the fiscal year ended March 31, 2023.

INTELLECTUAL PROPERTY, IF ANY:

SSE has exclusive rights to use SDR technology along with the associated patents assigned from Saankhya Labs Private Limited for use in Indian defense and paramilitary market.

MARKET SHARE:

SSE’s market share in defense business is small.

Manufacturing plant, if any: Nil Employee Strength:

As on September 30, 2023, SSE has 1 employee at the organization.

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				BOARD OF DIRECTORS
	Sr. No.	Name	Designation	Experience & Educational Qualification		Other Directorships
	1	Dr. VISHWAK UMARA KAYARGA DDE (DIN- 00751260)	Executive Director	Dr Vishwa is a technology entrepreneur with over three decades of industry and research experience. He Co-founded Saankhya Labs and has been responsible for shaping and running company’s business operations. Prior to Saankhya Labs he was co-founder and CEO at Smart Yantra technologies, one of India’s first video streaming IP companies. Prior to founding Smart Yantra, he was at Philips Consumer Electronics where he contributed to the system and software architecture for a new range of digital Televisions. He holds a Ph. D. degree from Eindhoven University of Technology, The Netherlands, and M.E in ECE from Indian Institute of Science (IISc) Bangalore.		Indian Companies: 1 1. Saankhya Labs Private Limited Foreign Companies: 1 1. Saankhya Labs Inc
	2	Mr. HEMANT MALLAPU R DIN- 01056016	Executive Director	Mr. Hemant Mallapur has 26 years of industry experience in Semiconductor and System product development and engineering management. At Saankhya Labs as a Co-Founder and EVP of Engineering he is responsible for development of Broadcast and Rural Broadband products. Prior to Saankhya Labs he was one of the early members of Sage Inc which had its IPO on NASDAQ (SAGI) in 1999 and where he led the development of company’s successful IC’s for HDTV & LCD displays. Earlier he worked at Synopsys and Paxonet on ICs for Networking, PC and Graphics. He was featured in the EDN ASIA magazine for their Innovator Award in 2000. He holds 3 US patents and has co- authored 4 papers in industry conferences. He completed his B.Tech in 1992 in Electronics and Communications Engineering from College of Engineering, JNTU Hyderabad,India.		NIL
	3	Mr. PARAG NAIK BALWANT	Executive Director	Mr. Parag is a technology serial entrepreneur with over 26 years of industry experience. He co-founded Saankhya Labs and was the CTO and VP Marketing between 2007-2014. At		Indian Companies: 2 1. Saankhya Labs Private Limited 2. Vayavya Labs Private Limited

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	(DIN- 01055996)		Saankhya Labs he has been the CEO since April 2014. Under his leadership Saankhya has designed and successfully launched indigenous SDR chipsets and Satcom products for a variety of applications. Prior to Saankhya he co- founded Smart Yantra technologies (one of India’s first video streaming IP companies) in 2000 and Vayavya Labs (a Electronic Design Automation Company) in 2006. Early on in his career he worked on the Mission Computer hardware and software for India’s indigenous LCA Tejas and at Philips Innovation Labs as one of its early members building world’s early DTV and STB receivers. He is a named inventor on 35 US and India patents in the areas of VLSI design, CPU/SDR architecture, Digital Communications, Signal Processing and Hardware- Software Co-design/ Code generators. He holds a Bachelor’s degree in Computer Science and Engineering (1992) from Karnatak University, India.		Foreign Companies: 1 1. Saankhya Labs Inc.

OBJECTS OF THE ISSUE

Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

CAPITAL STRUCTURE OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED AS ON SEPTEMBER 30[th] , 2023

OBJECTS OF THE ISSUE Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offerto the public, pursuant to the Scheme.	OBJECTS OF THE ISSUE Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offerto the public, pursuant to the Scheme.
CAPITAL STRUCTURE OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED AS ON SEPTEMBER 30th, 2023
Equity Share Capital:
Authorised Capital	Paid-up Capital
10, 00,000 (Indian Rupees Ten Lakh) divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10 (Indian Rupees Ten) each.	10, 00,000 (Indian Rupees Ten Lakh) divided into 1, 00,000 (One Lakh) Equity Shares of Rs. 10 (Indian Rupees Ten) each.

SHAREHOLDING PATTERN PRIOR TO THE SCHEME

SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME
Sr. No.	Name of the Shareholders	Pre- Issue Number of Shares	% Holding of Pre- issue
	Promoter & Promoter Group
1.	SaankhyaLabsPrivateLimited	99,999	99.999%
2.	Mr. Parag Naik Balwant*	1	0.001%
	**Total-A **	1,00,000	100.000%
	Public/Other than Promoters
1.	NA	-	-
	Total-B	-	-
	Total (A+B)	1,00,000	100.000%

* Parag Naik holds 1 share as Nominee shareholder of Saankhya Labs Private Limited .

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Number/amount of equity shares proposed to be sold by selling shareholders, if any: Not Applicable^

^ Saankhya Labs or Transferor Companies Shareholders are not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration.

RESTATED CONSOLIDATED AUDITED FINANCIALS

RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS
		(Amount in Lakh) except otherwise stated For the period ended 31st March 2023# For the period ended 31st March 2022# For the period ended 31st March 2021# 68.70 323.93 144.78 -40.46 33.71 17.89 -27.49 58.71 42.90 -33.64 43.07 32.10 10.00 10.00 10.00 41.52 75.17 32.10 51.52 85.17 42.10 -33.64 43.07 32.10 -33.64 43.07 32.10 -49.22% 67.68% 76.25% 51.52 85.17 42.10
	Latest Stub Period for the period 01stApril, 2023 to 30th September, 2023#	For the period ended 31st March 2023#	For the period ended 31st March 2022#	For the period ended 31st March 2021#
Total income from operations (Net) (OperatingRevenue)	-	68.70	323.93	144.78
Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT)	-8.75	-40.46	33.71	17.89
Net Profit/(Loss) before tax and extraordinaryitems	-3.31	-27.49	58.71	42.90
Net Profit / (Loss) after tax and extraordinary items	-5.18	-33.64	43.07	32.10
Equity Share Capital	10.00	10.00	10.00	10.00
Reserves and Surplus/Other Equity*	36.33	41.52	75.17	32.10
Net worth	46.33	51.52	85.17	42.10
Basic earnings per share (Rs.)	-5.18	-33.64	43.07	32.10
Diluted earnings per share (Rs.)	-5.18	-33.64	43.07	32.10
Returnon net worth(%)**	-21.18%	-49.22%	67.68%	76.25%
Net asset value per share (Rs.)***	46.33	51.52	85.17	42.10

#The Latest Stub Period financials for the period 01st April, 2023 to 30th September, 2023 and financials for the fiscal year ending 2023 are as per INDAS. And fiscal year ending 2022 and 2021 are as per IGAAP which is the accounting adopted by the SSE’s management during that period.

*Reserves and Surplus/Other Equity includes Securities Premium, Retained Earnings, Employee Stock Compensation Outstanding, Capital Reserves and Foreign Currency Translation Reserve.

**Return on Net Worth is arrived based on PAT divided by Average Networth {(Opening Networth + Closing Networth)/2}. PAT is annualised for the stub period from 01st April, 2023 to 30th September, 2023

***Net asset value per share is arrived based on Total Equity divided by diluted no. of shares at the period end.

INTERNAL RISK FACTORS

INTERNAL RISK FACTORS	INTERNAL RISK FACTORS
1.	Defence projects are complex with a long R&D cycle. SSE’s business performance may depend on the ability to perform research and development, to effectively adopt new technologies and to changing ecosystems and to innovate in a timely manner to compete in the market.
2	Delays in Tender or award of contracts to supply SDR Radios by Indian Defence could delay SDR IP License royalty income of SSE.
3.	SSE’s success depends in large part upon highly skilled technology professionals and our ability to attract skilled workforce, train employees and manage attrition

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4.	Catastrophic events such as further phases of COVID-19, could materially impact the financial condition and operations of SSE.
5.	Any security or privacy breaches, data leaks, or unauthorized tampering could have a material adverse effect on the business, financial condition, and/or operations of SSE.
6.	SSE’s performance may be affected by potential lawsuits and litigation involving its intellectual property related matters.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against the Transferor Company 2 and					amount involved
Name of Entity	Criminal Proceedi ngs	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters	Mater ial Civil Litiga tions	Aggregate amount involved (Rs in crores)
Transferor Company 2
By the Transferor Company 2	NIL	NIL	NIL	NIL	NIL	NIL
Against the Transferor Company 2	NIL	NIL	NIL	NIL	NIL	NIL
Directors
By our Directors	NIL	NIL	NIL	NIL	NIL	NIL
Against the Directors	NIL	NIL	NIL	NIL	NIL	NIL
Promoters
By Promoters	NIL	6	1	NIL	1	Tax Litigation amount of INR 7.86 cr Statutory or Regulatory Proceeding amount of INR 0.63 cr Material Civil Litigations - NA
Against Promoters	NIL	NIL	NIL	NIL	NIL	NIL
Subsidiaries
By Subsidiaries	Not Applicab le	Not Applicable	Not Applicable	Not Applicable	Not Applic able	Not Applicable

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Against Subsidiaries	Not Applicab le	Not Applicable	Not Applicable	Not Applicable	Not Applic able	Not Applicable

B. Brief details of top 5 material outstanding litigations by the Transferor Company 2 and amount involved

Sr. No.	Particulars	Litigation filed by	Current status	Amount involved
NIL	NIL	NIL	NIL	NIL

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any : Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

ANY OTHER IMPORTANT INFORMATION AS PER MERCHANT BANKER / SAANKHYA LABS

Nil

DECLARATION BY THE TRANSFEROR COMPANY 2

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the Guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and Part-E of Schedule VI of the SEBI (ICDR) Regulations, 2018, to the extent applicable, has been complied and no statement made in this document is contrary to the provisions to the said SEBI Circular and SEBI Regulations. We further certify that all statement in this Abridged Prospectus is true and correct.

For Saankhya Strategic Electronics Private Limited

Sd/-

N R Ravikrishnan Authorised Signatory

Date: December 20, 2023 Place: Bengaluru

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Annexure XII

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Annexure XIII

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Annexure XIV

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Annexure XV

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Annexure XVI

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE TRANSFEREE COMPANY, ITS PROMOTERS AND DIRECTORS

• A) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against transferee Company (as on December 15, 2023)

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Sr Court / Amount
No. Tribunal Parties Brief Summary (in Rupees) Current Status
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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
1	Commercial Court Pondicherry	Dharmalingam vs Tejas Networks Limited (“Tejas”)	Tejas had entered into a Lease Agreement with the Plaintf. Further, Tejas vacated the premises. However, the Plaintf claimed that certain rental amount is stll payable by Tejas. Hence, Plaintf is seeking recovery of rental amount for the year 2011 to 2015 based on the minutes of the meetng dated 18.08.2018 and the amount inclusive of interest is approximately about 63,00,000/-	63,44,927	Next hearing date – January 09, 2024
2	MSME Facilitaton Council, Chandigarh	RACOMM vs Tejas	GAIL INDIA had issued a Tender which was awarded to Tejas. Further, Tejas and RACOMM entered into a Teaming Agreement for performance of the Tender. The payment terms in the tender were on back-to-back basis. Further, due to non-performance by RACOMM, GAIL INDIA held certain payments. Resultantly Tejas terminated the Teaming Agreement with RACOMM. Now, RACOMM has fled a claim for principle amount of INR 2,07,32,757/- along with interest of INR 1,16,32,429/-	3,23,65,186	Mater to be listed
3	Supreme Court	Department of Central Excise and Service tax vs Tejas	Excise department has issued order confrming to include sofware value in hardware to discharge excise duty.	42,92,39,209	Appeal fled. Next hearing is yet to be scheduled.
4	CESTAT, Chennai	Department of Central Excise and Service tax vs Tejas	Excise department has issued order confrming to include sofware value in hardware to discharge excise duty. Old SCNs got converted in to order afer adjudicaton	3,31,50,366	Appeal fled. Next hearing is yet to be scheduled.
5	Commissioner of CGST, Bangalore	Department of Central Excise and Service tax vs Tejas	AED is applicable on EHTP supplies to our own units	8,11,73,010	Hearing held on March 31, 2021. Awaitng order.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
6	CESTAT, Bangalore	Asst. Commissioner, Import Assessment (PAG), ACC Bengaluru vs Tejas	The company received a show cause notce from ACC, Bengaluru, to show cause the reason for classifcaton of item declared under Bills of Entry No. 7296053 dt. 29.01.2022 under CTH 8517 79 90 and why should not reclassifed under CTH 8517 62 90 with applicable duty liability etc.,	1,70,553	Appeal fled. Next hearing is yet to be scheduled.
7	Asst. Commissioner, Central Tax, SD- 7, Bengaluru	Asst. Commissioner, Central Tax, SD-7, Bengaluru vs Tejas Networks Limited	Input tax credit is disallowed on tme barred invoices/ineligible inputs and tax on notce period recovery	6,17,480	Appeal fled. Next hearing is yet to be scheduled.
8	Deputy Commissioner of Commercial Taxes (Audit) - 4.6 Bengaluru	Deputy Commissioner of Commercial Taxes (Audit) - 4.6 Bengaluru vs Tejas	SHOW CAUSE NOTICE U/s 73(1) OF THE GST ACT, 2017 issued in respect of Audit Para of AUDIT REPORT issued in Form GST ADT-02 demanding GST on; 1. Inward supply of services from distnct person registered in other states having same PAN i.e. GST on Services received by the HO from its branches - (.4.87 Cr.)<br>2. Services received from URP –<br>Referral Pay i.e. GST demanded on<br>referral bonus paid to employees<br>- (.0.03 Cr.) 3. Goods sent for job work during pre-GST i.e. GST demanded on the value of goods sent on Job work as declared in Tran-1 return - (`.0.10 Cr.)	14,89,14,122	Writen objectons fled
9	Senior Joint Commissioner of Revenue, Kolkata	Senior Joint Commissioner of Revenue, Kolkata vs Tejas	SHOW CAUSE NOTICE u/s- 73(1) of the CGST Act 2017/ WBGST Act 2017 dated 02.12.2023 for short payment arising out of mismatch in payment of tax, under IGST, Cess, CGST and SGST head, (return fled for the F.Y. 2018-19	8,13,287	Tejas has submited its reply.
10	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	Writ appeal against order dated 24- Apr-2015 in WP no7004/2014	NA	Next hearing fxed on March 19, 2024.
11	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	The Department has fled an appeal against the MP order challenging the setng aside of disallowance u/s 35(2AB) by following the decision of HC in WP no. 7004/2014 since the disallowance is a subject mater of W.A. no. 2473/2015 (Double bench) before the Hon'ble HC.	69,02,92,500	Next hearing fxed on June 03, 2024.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
12	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	The Department has fled an appeal against the ITAT order challenging the setng aside of disallowance u/s 35(2AB) by following the decision of HC in WP no. 7004/2014 since the disallowance is a subject mater of W.A. no. 2473/2015 (Double bench) before the Hon'ble HC.	69,02,92,500	Next hearing fxed on June 03, 2024.
13	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 296/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
14	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 468/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
15	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 1119/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
16	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 621/Bang/2016) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,88,31,525	Next hearing fxed on February 29, 2024.
17	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 694/Bang/2016) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,88,31,525	Next hearing fxed on February 29, 2024.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
18	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 205/Bang/2018) dt. 31st May 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,03,14,755	Next hearing is yet to be scheduled.
19	Special Court of economic ofences	(cc/139/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	Department has fled complaint against the company, Sanjay, and Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	High court has ordered the stay of further proceeding in pursuance of impuned order dated 10-12- 2019. Stay is contnued tll next date of hearing. Next date of hearing is not fxed.
20	Special Court of economic ofences	(cc/140/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	High court has ordered the stay of further proceeding in pursuance of impuned order dated 15-06- 2018. Stay is contnued tll next date of hearing. Next date of hearing is not fxed.
21	Special Court of economic ofences	(cc/155/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the Company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
22	Special Court of economic ofences	(cc/156/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
23	Special Court of economic ofences	(cc/157/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
24	Special Court of economic ofences	(cc/158/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
25	Special Court of economic ofences	(cc/159/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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No. Tribunal Parties Brief Summary (in Rupees) Current Status
(cc/160/18) Department has filed complaint
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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
		(cc/160/18)	Department has fled complaint
26	Special Court of economic ofences	The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	against the company, Sanjay and Venkatesh Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
27	Special Court of economic ofences	(cc/161/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
28	Special Court of economic ofences	(cc/162/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3)Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
29	Special Court of economic ofences	(cc/163/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
30	Special Court of economic ofences	(cc/164/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
31	Special Court of economic ofences	(cc/165/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
32	Special Court of economic ofences	(cc/166/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	Department has fled complaint against the company, Sanjay and Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

• B) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against promoters of the Transferee Company (as on December 15, 2023) - Nil

• C) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against Director of the Transferee Company (as on December 15, 2023) - Nil

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TEJAS NETWORKS LIMITED

Corporate Identity Number (CIN) : L72900KA2000PLC026980

: Registered Office J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore - 560 100, Karnataka, India Tel : +91-80-4179 4600/700/800 | Fax: +91-80-2852 0201

Email : corporate@tejasnetworks.com | Website : www.tejasnetworks.com

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF TEJAS NETWORKS LIMITED PURSUANT TO ORDER DATED DECEMBER 07, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING	MEETING
Day	Friday
Date	February 09, 2024
Time	11.00 a.m. (IST)
Mode of Meetng	Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”)
REMOTE E-VOTING
Start Date and Time	Monday, February 05, 2024 at 9.00 a.m. (IST)
End Date and Time	Thursday, February 08, 2024 at 5.00 p.m. (IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the unsecured creditors of the Company during the meeting.

Sr. No.	CONTENTS	Page Nos.
1	Notce of Meetng of Unsecured Creditors of Tejas Networks Limited under Secton(s) 230 to 232 of the Companies Act, 2013 (‘Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016 (‘CAA Rules’) (“Notce”)	3 - 9
2	Statement under Sectons 230 and 232 read with Secton 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016 (“CAA Rules”), SEBI (Listng Obligatons and Disclosure Requirements) Regulatons, 2015 read with applicable SEBI Circulars (“Statement”)	10 - 27
ANNEXURES
3	Annexure I Scheme of Amalgamaton of Saankhya Labs Private Limited (“Transferor Company 1”) and Saankhya Strategic Electronics Private Limited (“Transferor Company 2”) (Collectvely referred as_“Transferor Companies”_) with Tejas Networks Limited (“Company” or“Transferee Company”)and their respectve shareholders(“Scheme”)	28 - 43
4	Annexure II Copy of the consolidated and standalone fnancial statements (limited review) of the Company for the quarter and six months period ended September 30, 2023	44 - 55
5	Annexure III Copy of the consolidated (audited) and standalone fnancial statement (limited review) of Transferor Company 1 for the six months period ended September 30, 2023	56 - 94
6	Annexure IV Copy of audited fnancial statements for the six months period ended September 30, 2023 of Transferor Company 2	95 - 119

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7	Annexure V Report of the Board of Directors of the Company pursuant to Secton 232(2)(c) of the Act	120 - 125
8	Annexure VI Report of the Board of Directors of the Transferor Company 1 pursuant to Secton 232(2)(c) of the Act	126 - 128
9	Annexure VII Report of the Board of Directors of the Transferor Company 2 pursuant to Secton 232(2)(c) of the Act	129 - 131
10	Annexure VIII Share Exchange Rato Report dated September 29, 2022 issued by M/s. SPA Valuaton Advisors Private Limited (Registraton No. IBBI/RV-E/05/2021/148), Registered Valuer (“Share Exchange Rato Report”)	132 - 148
11	Annexure IX Fairness Opinion Report dated September 29, 2022 issued by M/s. VB Desai Financial Service limited, an Independent SEBI Registered Category – I Merchant Banker (SEBI Registraton No. INM 000002731) (“Fairness Opinion”), on the share exchange rato as recommended in the Share Exchange Rato Report	149 - 154
12	Annexure X Informaton pertaining to the Transferor Company 1 in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2018 along with certfcate issued by M/s.SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker	155 - 173
13	Annexure XI Informaton pertaining to the Transferor Company 2 in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2018 along with certfcate issued by M/s.SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker	174 - 188
14	Annexure XII Complaint report dated November 2, 2022 submited by the Company to BSELimited (“BSE”)	189 - 191
15	Annexure XIII Complaint report dated December 7, 2022 submited by the Company to Natonal Stock Exchange of India Limited(“NSE”)	192 - 194
16	Annexure XIV Observaton Leters dated July 06, 2023 issued by BSE	195 - 197
17	Annexure XV Observaton Leters dated July 06, 2023 issued by NSE	198 - 200
18	Annexure XVI Details of ongoing adjudicaton & recovery proceedings, prosecuton initated, and all other enforcement acton taken against the Company, its promoters and directors	201 - 207

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with applicable SEBI Circulars and Annexure I to Annexure XVI (page nos. 28 to 207) constitute a single and complete set of documents and should be read together as they form an integral part of this document .

2

FORM NO. CAA. 2 [Pursuant to Section 230 (3) and Rule 6 and 7]

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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

BENGALURU BENCH

CA (CAA) NO. 29/BB/ 2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

TEJAS NETWORKS LIMTED, a company incorporated ) under the provisions of Companies Act, 1956 having ) Corporate Identity Number: L72900KA2000PLC026980 ) and its registered office at J P Software Park, Plot No 25, ) Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur ) Hobli Bangalore - 560 100, Karnataka, India ) … Company / Transferee Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF TEJAS NETWORKS LIMITED

To, The Unsecured Creditors of Tejas Networks Limited

1. NOTICE is hereby given that, in accordance with the Order dated December 07, 2023 in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) (“ Tribunal Order ”), a Meeting of the Unsecured Creditors of the Company, will be held for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Saankhya Labs Private Limited (“ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) (Collectively hereinafter referred as “ Transferor Companies ”) with Tejas Networks Limited (“ Company” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) on Friday, February 09, 2024 at 11.00 a.m. (IST) (“Meeting”) .

2. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Unsecured Creditors of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) without the physical presence of the Unsecured Creditors at a common venue, following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022, General Circular No. 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India and any other circular as may be issued in this regard (collectively referred to as “ MCA Circulars ”) , the applicable provisions of the Companies Act, 2013 (“ Act ”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“ SS-2 ”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act as amended:

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“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in Scheme of Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited with Tejas Networks Limited and their respective shareholders (“ Scheme ”) be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the amalgamation embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from Unsecured Creditors of the Company.

1. TAKE FURTHER NOTICE that the Unsecured Creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through e-voting system available at the Meeting to be held virtually (“ e-Voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-Voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of votng	Monday, February 05, 2024 at 9.00 a.m. (IST)
End of votng	Thursday, February 08, 2024 at 5.00 p.m. (IST)

1. An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cut-off date, i.e. December 31, 2023 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

2. A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Transferee Company and can be accessed at www.tejasnetworks.com the website of National Securities Depository Limited ( “NSDL” ) viz. www.nsdl.co.in, being the agency appointed by the Transferee Company, which will provide the facility of voting to the Unsecured Creditors through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www.nseindia.com.

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1. The Tribunal has appointed Mr. Uday Shankar R M, Advocate, to be the Chairperson for the said Meeting including for any adjournment or adjournments thereof and Mr. Pradeep Kulkarni, (Membership No. 7260 and CP No. 7835) Practicing Company Secretary, to be the Scrutinizer for the Meeting.

2. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/- Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore, 560 100, Karnataka India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com E-mail: coporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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Notes for meetng of Unsecured Creditors of the Company

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Tribunal ”) vide its Order dated December 07, 2023 (“ Tribunal Order ”), the Meeting of the Unsecured Creditors of the Company is being conducted through video conferencing (“ VC ”) / other audio-visual means (“ OAVM ”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company.

2. The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rule 6 of the CAA Rules read with SEBI Listing Regulations in respect of the business set out in the Notice of the Meeting is annexed hereto. The Meeting will be conducted in compliance with the applicable provisions of the Tribunal Order, SEBI Listing Regulations, Act, SS-2 and other applicable laws.

3. An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cut-off date, i.e. December 31, 2023 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.

4. Unsecured creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. In terms of the Tribunal Order, quorum of the meeting of the Unsecured Creditors, shall be 40% in total value either personally present or by proxy.

5. Since this Meeting is being held through VC / OAVM, physical attendance of unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto.

6. As per the directions of the Tribunal Order, the Notice of the Meeting and the accompanying documents are being sent through electronic mail and by registered post, speed post and/or courier to all the unsecured creditors as on September 30, 2023 whose email and postal addresses are available with the Company.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

8. In terms of the directions contained in the Order, the Notice convening the Meeting is being published by Company through advertisement in the Financial Express in English language, having nationwide circulation and in the Vishwavani in Kannada language having circulation in Bengaluru, indicating the day, date and time of the Meeting.

The unsecured creditors may note that the aforesaid documents are also available on the website of the Company at: www.tejasnetworks.com and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com, being the agency appointed by the Company to provide VC / OAVM and e-voting facility for the Meeting.

If so desired, unsecured creditors may obtain a physical copy of the Notice and the accompanying documents free of charge, between 10:00 a.m. to 3:00 p.m. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the Meeting from the Registered Office of the Company. A written request in this regard, along with details of outstanding amount due by the Company, may be addressed to the Company Secretary at corporate@tejasnetworks.com.

1. Body Corporates are permitted to appoint authorised representative(s) to attend the Meeting through VC / OAVM and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorisation, duly signed, is emailed to the Scrutinizer at pbk@sreedharancs.com with a copy marked to NSDL at evoting@nsdl.com and corporate@tejasnetworks.com not later than 48 hours before the scheduled time of the commencement of the Meeting.

2. Mr. Pradeep Kulkarni, (Membership No. 7260 and CP No. 7835), Practicing Company Secretary, shall act as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

3. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting or to any other person so authorized by him (in writing), who shall countersign the same. The result of e-voting will be declared within two working days of the conclusion of the Meeting and the

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same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.tejasnetworks.com and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.

1. Subject to receipt of requisite majority of votes in favour, i.e., majority in number representing three fourth in value (as per Sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.

2. Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the unsecured creditors from the date of circulation of this Notice up to the date of Meeting. Unsecured Creditors seeking to inspect such documents can access the same on the website of the Company at: www.tejasnetworks.com.

3. Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-voting; Meeting through VC / OAVM; E-voting at the Meeting

1. The facility of attending Meeting through VC / OAVM is being provided by National Securities Depository Limited (NSDL). The facility of casting votes by a unsecured creditor using electronic means, i.e. (i) remote e-voting and (ii) e-voting during the Meeting, (hereinafter referred to as “e-voting”) is also being provided by NSDL. The procedure for attending the Meeting through VC / OAVM and for e-voting is given in the Notes below.

2. An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cut-off date, i.e. December 31, 2023 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.

3. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

4. The remote e-voting period will commence at 09:00 a.m. (IST) on Monday, February 05, 2024 and end at 05:00 p.m. (IST) on Thursday, February 08, 2024 . The e-voting module shall be disabled by NSDL for remote e-voting thereafter. During the remote e-voting period, unsecured creditors of the Company as on the cut-off date may cast their vote electronically.

5. Unsecured creditors attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. The unsecured creditors who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

6. Only those unsecured creditors, who are present in the Meeting through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available at the Meeting.

7. If any votes are cast by the unsecured creditors through the e-voting available at the Meeting and if the same unsecured creditors have not participated in the Meeting through VC / OAVM, then the votes cast by such unsecured creditors shall be considered invalid as the facility of e-voting at the Meeting is available only to the unsecured creditors attending the Meeting.

8. Once the vote on a resolution is cast by an unsecured creditor, the unsecured creditor shall not be allowed to change it subsequently.

9. Body Corporates (i.e. other than individuals, HUF, etc.) are requested to send a certified true copy of the Board Resolution / Power of Attorney / Authority letter, etc. (PDF/ JPG Format) to Scrutinizer at pbk@sreedharancs.com and / or Company at corporate@tejasnetworks.com with a copy marked to evoting@nsdl.com. Alternatively, they can also upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login in NSDL e-voting system. Alternatively, they can also send a physical copy of the Board Resolution / Power of Attorney / Authority Letter, etc. at the registered office of the Company, addressed to Mr. N R Ravikrishnan, General Counsel, Chief Compliance Officer & Company Secretary of the Company.

10. Unsecured creditors who would like to express their views / ask questions during the Meeting may register themselves as speaker by sending their request on or before Friday, February 02, 2024 , mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at corporate@tejasnetworks.com.

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The unsecured creditors who do not wish to speak during the Meeting but have queries may send their queries on or before Friday, February 02, 2024 mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at corporate@tejasnetworks.com. These queries will be addressed by the Company suitably. The Company reserves the right to restrict number of questions and number of speakers, as appropriate for smooth conduct of Meeting. Unsecured creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.

1. Those unsecured creditors who have registered themselves as speaker will only be allowed to express their views/ ask questions during the Meeting.

INSTRUCTIONS FOR E-VOTING AND JOINING THE MEETING ARE AS FOLLOWS:

PROCESS AND MANNER FOR VOTING THROUGH ELECTRONIC MEANS:

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: www.evoting.nsdl.com either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

4. Your Login id and password details casting your vote electronically and for attending the Meeting of Creditors through VC/ OAVM are attached in the pdf file enclosed herewith. Please note that the password to open the pdf file is the unique id mentioned above or the first time the system will ask to reset your password.

5. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

6. Now, you will have to click on “Login” button.

7. After you click on the “Login” button, Home page of e-Voting will open.

8. You will be able to see the EVEN no. of the company.

11. Click on “EVEN” of company to cast your vote.

12. Now you are ready for e-Voting as the Voting page opens.

13. Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.

15. Upon confirmation, the message “Vote cast successfully” will be displayed.

16. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

17. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING ON THE DAY OF THE UNSECURED CREDITORS MEETING ARE AS UNDER:

1. The procedure for e-Voting on the day of the unsecured Creditor Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Creditors, who will be present in the unsecured Creditors meeting through VC/ OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the unsecured Creditors Meeting.

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INSTRUCTIONS FOR UNSECURED CREDITORS FOR ATTENDING THE UNSECURED CREDITORS MEETING THROUGH VC/OAVM ARE AS UNDER:

Unsecured Creditors will be provided with a facility to attend the Unsecured Creditors Meeting through VC/OAVM through the NSDL e-Voting system. Unsecured Creditors may access the same at www.evotng.nsdl.com under shareholder/ member login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder / member login where the EVEN of Company will be displayed.

GENERAL GUIDELINES FOR UNSECURED CREDITORS:

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries/grievances pertaining to remote e-Voting (before or during the Meeting), you may refer to the Frequently Asked Questions (‘FAQs’) available in the ‘Download’ section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com or contact Mr. Amit Vishal, Deputy Vice President or Ms. Pallavi Mhatre, Senior Manager from NSDL at the designated e-mail IDs: amitv@nsdl.com or pallavid@nsdl.com

OTHER INSTRUCTIONS:

1. The Hon’ble Tribunal has appointed Mr. Pradeep Kulkarni (Membership No. 7260 and CP No. 7835) , as the Scrutinizer.

2. The Scrutinizer shall immediately after the conclusion of voting at the Meeting unblock the votes cast through remote e-Voting (votes cast during the Meeting and votes cast prior to the Meeting) and make, not later than two (2) working days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman of the Meeting or to any other person so authorized by him (in writing), who shall countersign the same.

3. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.tejasnetworks.com, at the Registered Office of the Company and on the website of NSDL www.evoting.nsdl.com The Company shall simultaneously communicate the results to BSE Limited and National Stock Exchange of India Limited.

Sd/- Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore, 560 100, Karnataka India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com E-mail: coporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

BENGALURU BENCH

CA (CAA) NO. 29/BB/ 2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

TEJAS NETWORKS LIMTED, a company incorporated ) under the provisions of Companies Act, 1956 having ) Corporate Identity Number: L72900KA2000PLC026980 ) and its registered office at J P Software Park, Plot No 25, ) Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur ) Hobli Bangalore - 560 100, Karnataka, India ) … Company / Transferee Company

STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”), ACCOMPANYING THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF TEJAS NETWORKS LIMITED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (“TRIBUNAL”) DATED DECEMBER 07, 2023 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Unsecured Creditors of Tejas Networks Limited (“ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Saankhya Labs Private Limited ( “ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) and Tejas Networks Limited (“ Company” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) (“ Meeting ”). The Scheme provides for: (i) the amalgamation of the Transferor Companies (as defined in the Scheme) with the Transferee Company and dissolution of Transferor Companies without winding up; and (ii) various other matters consequent and incidental thereto or otherwise integrally connected thereto.

The salient features of the Scheme are given in Paragraph IV of this Statement. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘ Annexure I’.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

2. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated December 07, 2023, passed by the Hon’ble Tribunal in Company Application viz . CA (CAA) No. 29/BB/ 2023, the Meeting of the Unsecured Creditors of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) on Friday, February 09, 2024 at 11.00 a.m. (IST) .

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3. BACKGROUND OF THE COMPANIES:

A. Particulars of the Transferee Company / Company (Tejas Networks Limited)

• i. Tejas Networks Limited was incorporated on April 24, 2000, under the provisions of the Companies Act, 1956 under the name and style of “ Tejas Networks India Private Limited ” pursuant to certificate of incorporation issued by the Registrar of Companies, Karnataka. The name of the Company “Tejas Networks India Private Limited” was changed to “Tejas Networks India Limited” pursuant to conversion of the Company from private limited to public limited on October 23, 2002. A certificate of incorporation consequent upon conversion from private company to public company was issued by the Registrar of Companies, Karnataka. The name of the Company “Tejas Networks India Limited” was subsequently changed to “Tejas Networks Limited” on March 18, 2008. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Karnataka. The CIN of the Company is L72900KA2000PLC026980 and PAN is: AABCT1670M. The e-mail address of the Company is corporate@tejasnetworks.com and website is www.tejasnetworks.com. The Registered Office is at JP Software Park, Plot No.25, Sy No. 13, 14, 17, 18 Konnapana Agrahara Village, Begur Hobli, Bangalore – 560 100, Karnataka, India. Originally the registered office of the Company was situated at Eden Rock Apartments, No. 2H,Yellappa Chetty Layout, Bengaluru - 560 042, Karnataka, India and thereafter it was shifted to Zone 2, 1st Floor, Khanija Bhavan, No. 49, Race Course Road, Bengaluru - 560 001, Karnataka, India on July 21, 2000 and thereafter it was shifted to No. 58, 1st Main Road, J.P. Nagar, 3rd Phase, Bengaluru - 560 076, Karnataka, India with effect from July 15, 2005 and thereafter it was shifted to 2nd Floor, GNR Tech Park, No. 46/4 Garvebhavi Palya, Kudlu Gate, Hosur Main Road, Bengaluru - 560 068, Karnataka, India with effect from November 17, 2011 and again it was shifted to J.P. Software Park, Plot No. 25, Sy. No. 13, 14, 17 and 18, Konnapana Agrahara Village, Begur Hobli, Bengaluru - 560 100, Karnataka, India with effect from May 16, 2012. The equity shares of the Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (“ Stock Exchanges ”).

• ii. During the last five years, there has been no change in the objects clause of the Company.

• iii. The main objects of the Company as set out in its Memorandum of Association are, inter alia , as follows:

• To engage in the business of providing, designing, developing, selling, and servicing of networking equipment and software in India and abroad.

• To develop, manufacture and deal in application tools of all kinds for internet-based applications, and to provide internet service, and deal with all kinds of software and hardware related to all fields to internet communications.

• To develop, manufacture, and deal in, export and import all kinds of computer software, application software, computer systems like data management systems, digital systems, storage systems, memory systems, information systems and the like.

• iv. The 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. The Company products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and seamless software-enabled network transformation to its customers. The Company customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defense companies and government entities.

• v. The share capital of the Company as on September 30, 2023 is as follows:

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----- Start of picture text -----

Amount in INR
Particulars
A. Authorised share capital
26,00,00,000 equity shares of INR 10 each 260,00,00,000
TOTAL 260,00,00,000
B. Issued and subscribed and paid up share capital
16,97,21,201 equity shares of INR 10 each, fully paid up 169,72,12,010
C. Add: Forfeited shares 3,27,27,930
TOTAL (B+C) 172,99,39,940
----- End of picture text -----

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Subsequent to above there has been a change in the share capital of the Company, the same as on the date of this notice:

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----- Start of picture text -----

Partculars Amount in INR
A. Authorised share capital
26,00,00,000 equity shares of INR 10 each 260,00,00,000
TOTAL 260,00,00,000
B. Issued and subscribed and paid up share capital
17,00,78,846 equity shares of INR 10 each, fully paid up 1,70,07,88,460
C. Add: Forfeited shares 3,27,27,930
TOTAL (B+C) 1,73,35,16,390
----- End of picture text -----

The Company has also issued restricted stock units / employee stock options. The exercise of such restricted stock units / employee stock options may result in an increase in the issued and subscribed and paid-up share capital of the Company.

• vi. The latest annual financial statements of the Company have been audited for the financial year ended on March 31, 2023. The consolidated and standalone financial statements (limited review) of the Company for the quarter and six months period ended September 30, 2023 are appended as ‘ Annexure II ’.

• vii. The details of Promoters and Directors of the Company as on date of this Notice along with their addresses are mentioned herein below:

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----- Start of picture text -----

Name Category Address
----- End of picture text -----

Name	Category	Address
Promoter & Promoter Group
Panatone Finvest Limited	Promoter	Bombay House, 24 Homi Mody Street, Mumbai - 400 001, Maharashtra, India
Akashastha Technologies Private Limited	Promoter Group	Army & Navy Building, 148, M G Road, Opposite Kala Ghoda, Fort, Mumbai – 400 001, Maharashtra, India
Tata Sons Private Limited		Bombay House, 24 Homi Mody Street, Mumbai–400 001, Maharashtra, India

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Name Category Address
----- End of picture text -----

Name	Category	Address
Directors
Mr. N. Ganapathy Subramaniam	Nominee Director and Non-Executve Chairman	No. 171, Adarsh Vista, Vibhutpura, Basavanagar,Bangalore - 560 037,India
Mr. Chandrashekhar Bhaskar Bhave	Independent Director	64, Tower 4, Pebble Bay, 1stMain, RMV 2nd Stage, Bangalore – 560 094, India
Mr. A S Lakshminarayanan	Nominee Director	1201, 12th Floor, Steesha Condominium, Mount Mary Road, Bandra (West), Mumbai, Maharashtra – 400 050, India
Prof. Bhaskar Ramamurthi	Independent Director	Directors Bungalow, IIT Madras Campus, Chennai - 600 036,Tamil Nadu,India
Mr. P R Ramesh	Independent Director	532, Defence Colony, Sainikpuri Secunderabad, Hyderabad – 500 094, Telangana,India
Mrs. Alice G Vaidyan	Independent Director	Flat No. 283, 28th Floor, Tahnee Heights, D wing, Jagmohandas Marg, Nepeansea Road, Mumbai – 400 006,Maharashtra,India
Mr. Anand Athreya	Managing Director and CEO	#23, Gruhalakshmi, Colony 1st Phase, Basaveshwaranagar,Bangalore – 560 079,India
Mr. Arnob Roy	Executve Director and COO	S-3, Assetz-27 Park Avenue Apartments, 24th Main, HSR Layout, Sector-1, Bangalore – 560 102,India

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B. Particulars of the Transferor Company 1 (Saankhya Labs Private Limited)

• i. Saankhya Labs Private Limited was incorporated on December 29, 2006 under the provisions of the Companies Act, 1956 with Registrar of Companies, Karnataka with the name and style of “ Saankhya Labs Private Limited ”. The Transferor Company 1 is a deemed public limited company, as it is the subsidiary of Tejas Networks Limited i.e. the Transferee Company. The CIN of the Transferor Company 1 is U72200KA2006PTC041339 and PAN is: AAKCS5320A. The e-mail address of the Transferor Company 1 is vkk@saankhyalabs.com and website is www.saankhyalabs.com. The Registered Office is at 3[rd] Level, Mezaninne Floor, No 3, Infantry Road, Vasanth Nagar, Embassy Icon Building, Bangalore – 560 001, Karnataka, India. Originally the registered office of the Transferor Company 1 was situated at # 402-C, 5th Cross, 2nd Block, HRBR Layout, Kalyan Nagar, Bangalore - 560 043, Karnataka, India and thereafter it was shifted to No. 2353/1-4, 3rd Floor, "Dolphin", Hennur Main Road, Kacharakanahalli, Bangalore – 560 043, Karnataka, India on May 31, 2011 and thereafter it was shifted to JP and Devi Jambukeshwara Arcade, 69, Millers Road, Bangalore – 560 052, Karnataka, India with effect from April 26, 2013 and the same was again shifted to No.2353/1-4, 3rd Floor, "Dolphin", Hennur Main Road, Kacharakanahalli, Bangalore – 560 043, Karnataka, India with effect from June 01, 2014 and again it was shifted to 3[rd] Level, Mezaninne Floor, No 3, Infantry Road, Vasanth Nagar, Embassy Icon Building, Bangalore – 560 001, Karnataka, India with effect from January 1, 2018. The equity shares of the Transferor Company 1 are not listed on any stock exchange(s).

• ii. During the last five years, there has been no change in the name of Transferor Company 1.

• iii. The main objects of the Transferor Company 1 as set out in its Memorandum of Association are, inter alia , as follows:

• To carry on the business of software and hardware engineers, consultants and contractors and to provide services and solutions.

• To develop, design, architect, programme, implement, integrate, test, reproduce, manufacture, convert, alter, modify, export, import, purchase, sell, distribute, market or support and otherwise deal in, maintain and service all types of communication systems, electronic products, semiconductor integrated chips, micro-controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

• To develop total and turnkey solutions for computer oriented and communication system-oriented problems involving hardware, software, integration and testing.

• To produce, manufacture, assemble, repair, procure, import, export, render technical assistance, provide services, training, and do other things for this purpose in the field of semiconductor devices, microcontrollers, digital signal processors, communication systems, computers and electronic systems, including hardware and software.

• iv. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels.

• v. The share capital of the Transferor Company 1 as on September 30, 2023 and as on date of this Notice is as follows:

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----- Start of picture text -----

Amount in INR
Particulars
A. Authorised share capital
1,07,28,000 equity shares of INR 10 each 10,72,80,000
36,85,700 Series C preference shares of INR 100 each 36,85,70,000
TOTAL 47,58,50,000
B. Issued and subscribed and fully paid-up share capital
97,07,821 equity shares of INR 10 each 9,70,78,210
C. 10,06,120 equity shares of INR 10 each - Recoverable from SLPL
(1,00,61,200)
ESOP Trust
TOTAL (B+C) 8,70,17,010
----- End of picture text -----

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The Company holds 62,51,496 equity shares, aggregating to 64.40% of the total paid-up capital (including shares held by SLPL ESOP Trust) of the Transferor Company 1.

• vi. The latest annual financial statements of the Transferor Company 1 have been audited for the financial year ended on March 31, 2023. The consolidated (audited) and standalone financial statements (limited review) of the Transferor Company 1 for the six months period ended September 30, 2023 are appended as “ Annexure - III ”.

• vii. The details of Promoters and Directors of the Transferor Company 1 as on the date of this Notice along with their addresses are mentioned herein below:

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----- Start of picture text -----

Name Category Address
----- End of picture text -----

Name	Category	Address
Promoter & Promoter Group
Tejas Networks Limited	Promoter	J P Sofware Park, Plot No 25, Sy. No 13, 14, 17, 18 Konnapana Agrahara Village, Begur Hobli, Bengaluru – 560 100, Karnataka,India

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----- Start of picture text -----

Name Category Address
----- End of picture text -----

Name	Category	Address
Directors
Mr. N. Ganapathy Subramaniam	Nominee Director and Non-Executve Chairman	No. 171, Adarsh Vista, Vibhutpura, Basavanagar, Bangalore - 560 037, India
Mr. Chandrashekhar Bhaskar Bhave	Independent Director	64, Tower 4, Pebble Bay, 1stMain, RMV 2nd Stage, Bangalore – 560 094, India
Prof. Bhaskar Ramamurthi	Independent Director	Directors Bungalow, IIT Madras Campus, Chennai - 600 036, Tamil Nadu, India
Mr. Arnob Roy	Nominee Director	S-3, Assetz-27 Park Avenue Apartments, 24th Main, HSR Layout, Sector-1, Bangalore – 560 102,India
Mr. Mark Andrew Aitken	Director	1536 Jordan Sawmill Road, 21120 US
Mr. Parag Naik	Managing Director and CEO	K-1406, Brigade Gateway 26/1, Dr. Rajkumar Road, Malleshwaram West – 560 055,India
Mr. Vishwakumara Kayargadde	Executve Director and COO	No. 442, 11th Cross, Bhuvaneshwari Nagar, Bengaluru – 560 024, India

C. Particulars of the Transferor Company 2 (Saankhya Strategic Electronics Private Limited)

• i. Saankhya Strategic Electronics Private Limited was incorporated on August 04, 2020 as private limited company under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka with the name and style of “ Saankhya Strategic Electronics Private Limited ”. The CIN of the Transferor Company 2 is U72900KA2020PTC136822 and PAN is: ABECS1179C. The email address of the Transferor Company 2 is vkk@saankhyastrategic.com and website is www.saankhyastrategic.com. The Registered Office is at Embassy Icon, 3rd Floor, #3, Infantry Road, Bengaluru – 560 001, Karnataka, India. Originally the registered office of the Transferor Company 2 was situated at No. 442, 11th Cross, Bhuvaneshwari Nagar Hebbal, Kempapura, Bangalore – 560 024, Karnataka, India and thereafter it was shifted to No.3, Embassy Icon Building, Ground Floor, Infantry Road, Vasanth Nagar, Bangalore – 560 001, Karnataka, India on March 09, 2021 and thereafter it was shifted to Embassy Icon, 3rd Floor, #3, Infantry Road, Bangalore – 560 001, India Karnataka, India with effect from December 1, 2022. The equity shares of the Transferor Company 2 are not listed on any stock exchange(s).

• ii. During the last five years, there has been no change in the objects clause of the Company.

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• iii. The main objects of the Transferor Company 2 as set out in its Memorandum of Association are, inter alia , as follows:

• To design, develop, architect, programme, implement, integrate, test, reproduce, manufacture, produce, convert, alter, modify, export, import, purchase, sell, distribute, market or support and otherwise deal in, maintain and service all types of communication systems, electronic products, semiconductors integrated circuit/chips, micro controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

• To produce, manufacture, assemble, repair, procure, import, export, render technical assistance, provide services, training, and do other things for this purpose in the field of semiconductor devices, micro controllers, digital signal processors, communication systems, computers and electronic systems, including hardware and software.

• iv. The Transferor Company 2 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.

• v. The share capital of the Transferor Company 2 as on September 30, 2023 and as on date of this notice is as follows:

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----- Start of picture text -----

Amount in INR
Particulars
Authorised share capital
1,00,000 Equity Shares of Rs. 10/- each 10,00,000
TOTAL 10,00,000
Issued and subscribed and fully paid up share capital
1,00,000 Equity Shares of Rs. 10 each 10,00,000
TOTAL 10,00,000
----- End of picture text -----

As on the date the entire share capital of the Transferor Company 2 is held by Transferor Company 1.

vi. The latest annual financial statements of the Transferor Company 2 have been audited for the financial year ended on March 31, 2023. The audited financial statement for the six months period ended September 30, 2023 of the Transferor Company 2 is appended as “Annexure - IV”. The Standalone and Consolidated Financial Statements shall be same for the Transferor Company 2.

• vii. The details of Promoters and Directors of the Transferor Company 2 as on the date of this Notice along with their addresses are mentioned herein below:

Name	Category	Address
Promoter & Promoter Group
Saankhya Labs Private Limited	Promoter	3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bengaluru – 560 001, Karnataka, India
Name	Category / Designaton	Address
Directors
Dr. Vishwakumara Kayargadde	Executve Director	No. 442, 11th Cross, Bhuvaneshwari Nagar, Bengaluru – 560 024, India
Mr. Parag Naik	Executve Director	K-1406, Brigade Gateway 26/1, Dr. Rajkumar Road, Malleshwaram West - 560 055, India
Mr. Hemant Mallapur	Executve Director	A-204, Cypress, Raheja Residency, 3rd Block, Koramangala, Bangalore – 560 034, India

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4. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed in the Scheme:

• (i) This Scheme is presented under Sections 230 to 232, SEBI Scheme Circular and other applicable provisions of the Act read with Section 2(1B) and applicable provisions of the Income Tax Act (as defined in the Scheme) and other applicable law, if any and provides for the amalgamation of the Transferor Companies (as defined in the Scheme) with the Company and dissolution of Transferor Companies without winding up and also provides for various other matters consequent and incidental thereto or otherwise integrally connected thereto;

• (ii) The ’Appointed Date’ means the opening hours of July 1, 2022 or such other date as may be agreed by the Board of the Parties and ‘Effective Date’ is the date on which last of the conditions specified in Clause 17 (Conditions Precedent) of the Scheme are complied with or waived, as applicable;

• (iii) The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date;

• (iv) Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each equity shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date, as under:

On Amalgamaton of the Transferor Company 1 with the Transferee Company

“112 equity shares of INR 10 (Indian Rupees ten) each of the Transferee Company, credited as fully paid up, for every 100 fully paid-up equity shares of INR 10 (Indian Rupees ten) each of the Transferor Company 1”.

On amalgamaton of the Transferor Company 2 with the Transferee Company

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company”.

• (v) New Equity Shares to be issued by the Transferee Company to the equity shareholders of the Transferor Company 1 pursuant to the Scheme, will be listed on BSE Limited and the National Stock Exchange of India Limited.

• (vi) Upon the Scheme becoming effective, Transferor Companies along with all its assets, liabilities, contracts, employees, records etc. being its integral part shall stand transferred to the Transferee Company as a going concern subject to the provisions of the Scheme.

• (vii) From the appointed date and up to the effective date, the Transferor Companies and Transferee Company shall carry on its business and activities with reasonable diligence and business prudence.

• (viii) Combination of the authorized share capital of the Transferor Companies with the authorized share capital of the Transferee Company and consequential increase in the authorized share capital of the Transferee Company as provided in Part II Clause 10 of the Scheme.

• (ix) Dissolution of the Transferor Companies pursuant to the Scheme

Upon the effectiveness of this Scheme, the Transferor Companies shall stand dissolved without winding up and the Board and any committees thereof of the Transferor Companies shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Companies shall be struck off from the records of the concerned RoC.

• (x) The effectiveness of the Scheme is contingent upon certain conditions as mentioned in the Scheme.

Note: The above details are the salient features of the Scheme. The Unsecured Creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

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5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1. The Transferor Company 2 is a wholly owned subsidiary of Transferor Company 1.

The Board of the Company, Transferor Companies have common directors. Details of Directorship of Transferee Company and Transferor Companies is provided above.

6. BOARD APPROVALS

• i. The Board of Directors of the Company at its Board Meeting held on September 29, 2022, by resolution passed unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Directo r Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. N. GanapathySubramaniam	Leave of Absence
Mr. Chandrashekhar Bhaskar Bhave	In Favour
Mrs. Amb. Leela K Ponappa^	In Favour
Mr A.S Lakshminarayanan	In Favour
Prof. Bhaskar Ramamurthi	In Favour
Mr. P R Ramesh	In Favour
Mr. SanjayNayak*	In Favour
Mr Arnob Roy	In Favour

^ Retired wef February 16, 2023

*Retired wef June 21, 2023

• ii. The Board of Directors of the Transferor Company 1 at its Board Meeting held on September 29, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Director Voted in favour/ against/ did not participate or vote
----- End of picture text -----

Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. N GanapathySubramaniam	Leave of Absence
Mr. Vishwakumara Kayargadde	In Favour
Mr. ParagNaik	In Favour
Mr. Mark Andrew Aitken	In Favour
Mr. SanjayNayak*	In Favour
Mr. Arnob Roy	In Favour
Mr. Chandrashekhar Bhaskar Bhave	In Favour
Prof. Bhaskar Ramamurthi	In Favour

*Retired wef June 21, 2023

iii. The Board of Directors of the Transferor Company 2 at its Board Meeting held on September 29, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Director Voted in favour/ against/ did not participate or vote
----- End of picture text -----

Name of Director	Voted in favour/ against/ did notpartcipate or vote
Mr. Vishwakumara Kayargadde	In Favour
Mr. ParagNaik	In Favour
Mr. Hemant Mallapur	In Favour

7. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

• i. Tejas Networks Limited (“Transferee Company”)

None of the Directors, KMPs of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their directorship and shareholding in the Transferee Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Transferee Company has not issued any debentures and hence, does not have Debenture Trustee.

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ii. Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited (“Transferor Companies”)

None of the Directors, KMPs of the Transferor Companies and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their directorship and shareholding in the Transferor Companies, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Transferor Companies has not issued any debentures and hence, does not have Debenture Trustee.

8. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

• i. Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, key managerial personnel, promoter and non-promoter shareholders of the Company and the Transferor Companies are appended in the attached reports i.e. ‘ Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Company and the Transferor Companies, respectively, at their meeting held on September 29, 2022, pursuant to the provisions of Section 232(2)(c) of the Act.

• ii. Directors

• a) Pursuant to the Scheme becoming effective, the Transferor Companies will be dissolved without winding up. Therefore, the office of the existing directors will cease on dissolution of the Transferor Companies. Further, there is no change in the Board of Directors of the Transferee Company.

  • Further, the Directors shall also be affected to the extent of the equity shares (if any) held by them in the Transferor Company 1. The effect of the Scheme on the interests of the Directors holding shares (if any) in the Transferor Company 1, is not different from the effect of the Scheme on other shareholders of the Transferor Company 1.

• b) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies.

iii. Employees

Pursuant to the Scheme and with effect from the Effective Date, the Transferee Company will engage, without any interruption in service, all employees engaged in or in relation to the Transferor Company 1 and Transferor Company 2, on the terms and conditions not less favourable than those on which they are engaged by the Transferor Company 1 and Transferor Company 2, immediately preceding the Effective Date.

iv. Creditors

Pursuant to the Scheme, all creditors of the Transferor Companies will become creditors of the Transferee Company. The rights of the creditors of the Transferee Company and Transferor Companies shall not be impacted pursuant to the Scheme and there will be no reduction in their claims on account of the Scheme. There is no likelihood that the respective creditors of the Transferee Company and Transferor Companies would be prejudiced in any manner as a result of the Scheme being sanctioned.

• v. Debenture holders and Debenture Trustees

The Transferee Company, the Transferor Company 1 and the Transferor Company 2 have not issued any debentures and accordingly have not appointed any debenture trustee(s).

vi. Depositors and Deposit Trustees

The Transferee Company, the Transferor Company 1 and the Transferor Company 2 have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

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9. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Transferee Company, Transferor Company 1 and the Transferor Company 2.

10. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the respective companies, as on September 30, 2023 is as follows:

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----- Start of picture text -----

Sr. No. Amount in INR
Particulars
----- End of picture text -----

Sr. No.	Partculars	Amount in INR
1.	Saankhya Labs Private Limited	57,59,07,095
2.	Saankhya Strategic Electronics Private Limited	Nil
3.	Tejas Networks Limited	6,97,57,25,549

11.

DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

Upon amalgamation of the Transferor Companies with the Transferee Company, all equity shares of the Transferor Companies held by the Transferee Company, shall stand cancelled. The capital structure of Transferee Company and the Transferor Companies has been provided above in the statement.

The Scheme does not in any manner adversely or prejudicially affect the rights of any creditors of the Transferee Company and the Transferor Companies or contemplate any compromise or arrangement with the creditors of the Transferee Company and the Transferor Companies. Further, there is no debt restructuring envisaged in the Scheme.

12. VALUATION REPORT AND FAIRNESS OPINION

• i. A copy of the Share Exchange Ratio Report dated September 29, 2022 issued by M/s. SPA Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2021/148), Registered Valuer (“ Share Exchange Ratio Report ”), in connection with the Scheme is appended as ‘ Annexure VIII ’.

• ii. A copy of the Fairness Opinion Report dated September 29, 2022, issued by M/s. VB Desai Financial Service Limited, an Independent SEBI Registered Category – I Merchant Banker ( “Fairness Opinion” ), have also confirmed that the Share Exchange Ratio as recommended by M/s. SPA Valuation Advisors Private Limited, the registered valuer for the proposed Scheme of Amalgamation seems fair and reasonable, a copy of the Fairness Opinion Report is appended as ‘ Annexure IX’ .

13. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Transferor Companies in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by M/s. SPA Capital Advisors Limited, an Independent SEBI Registered Merchant Banker certifying the accuracy and adequacy of disclosures are appended as Annexure X and Annexure XI respectively.

14. SHAREHOLDING PATTERN

• A. The pre / post-scheme shareholding pattern of the parties to the Scheme:

• i. Tejas Networks Limited (“Transferee Company”)

The pre & post scheme shareholding pattern of the Company is as follows (based on shareholding data as on September 30, 2023):

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----- Start of picture text -----

Pre Post
% of % of
Category No. of shares No. of shares
shareholding shareholding
----- End of picture text -----

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	9,49,05,686	55.92	9,49,05,686	54.67
Public	7,48,15,515	44.08	7,75,59,745	44.68
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)	-	-	1,126,854	0.65
TOTAL	16,97,21,201	100	17,35,92,285	100

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ii. Saankhya Labs Private Limited (“Transferor Company 1”)

The pre & post scheme shareholding pattern of the Transferor Company 1 is as follows (based on shareholding data as on September 30, 2023):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	62,51,496	64.40	Not applicable
Public	24,50,205	25.24
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)*	10,06,120*	10.36
TOTAL	97,07,821	100

*SEBI (Share based Employee Benefit) Regulations, 2014 is not applicable to the Transferor Company 1 as it is a private limited company.

iii. Saankhya Strategic Electronics Private limited (“Transferor Company 2”)

The pre & post scheme shareholding pattern of the Transferor Company 2 is as follows (based on shareholding data as on September 30, 2023):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter	1,00,000^	100	Not applicable
Public	-	-
Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulatons, 2014)*	-	-
TOTAL	1,00,000	100

Note:

^ Includes one share held by Mr. Parag Naik, Director of the Transferor Company 1 (also Director of Transferor Company 2) as a Nominee Shareholder representing the Transferor Company 1. The Transferor Company 2 is a wholly owned subsidiary of Transferor Company 1.

*SEBI (Share based Employee Benefit) Regulations, 2014 is not applicable to the Transferor Company 2 as it is a private limited company.

15. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING

STANDARDS

The Transferee Company have confirmed that the accounting treatment certificate dated September 29, 2022 issued by M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), the Statutory Auditors of the Company, confirming the accounting treatment in the prescribed manner in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

16.

APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

• i. In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), BSE and NSE, by their respective Observation Letters dated July 06, 2023, have conveyed “no adverse observations / no-objection” on the Scheme. Copies of the said letters issued by BSE and NSE are appended hereto as Annexure XIV and XV respectively . Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and “NIL” complaints reports were filed by the Company with BSE and NSE, copies of

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which are appended hereto as ‘ Annexure XII and Annexure XIII. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors are appended hereto as Annexure XVI.

• ii. A copy of the Scheme has been filed by the Transferee Company, Transferor Company 1 and the Transferor Company 2 with the Registrar of Companies, Bengaluru.

• iii. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

• iv. All approvals as stated in clause 17 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme, will be obtained. Additionally, the Transferee Company, the Transferor Company 1 and the Transferor Company 2 will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

17. ADDITIONAL INFORMATION SOUGHT BY STOCK EXCHANGE(S)

• i. Details of assets & liabilities of Transferor Companies transferred to the Transferee Company, as required by BSE and NSE vide its observation letter dated July 06, 2023.

Assets & Liabilities of the Transferor Companies as of September 30, 2023 are as follows:

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----- Start of picture text -----

Transferor Company 1 Transferor Company 2
Particulars (INR in crore) (INR in crore)
Standalone Standalone
----- End of picture text -----

Particulars	Transferor Company 1 (INR in crore) Standalone	Transferor Company 2 (INR in crore) Standalone
A. ASSETS
Non-Current Assets
PropertyPlant and Equipment	5.64	0.14
Right-of-use assets	0.54	-
Intangible Assets	0.00	-
Intangible assets under development	41.90	-
Financial Assets
(i)Investments	7.84	-
(ii)Trade receivables	-	-
(iii)Other financial assets	0.14	-
Current Tax Asset(Net)	5.37	0.01
Deferred Tax Asset(Net)	10.26	-
Other non-current assets	11.00	-
Total Non-Current Assets(A)	82.70	0.14
Current Assets
Inventories	16.71	-
Financial Assets
(i)Investments	-	-
(ii)Trade receivables	40.56	0.01
(iii)Cash and cash equivalents	8.43	0.12
(iv)Bank balances other than(iii)above	0.24	0.20
(v)Other financial assets	5.04	0.00
Other current assets	1.64	0.01
Total Current Assets(B)	72.62	0.34
TOTAL ASSETS(A+B)	155.32	0.48
B. EQUITY AND LIABILITES
Equity
Equityshare capital	8.70	0.10
Other equity	71.93	0.36
Total Equity(C)	80.63	0.46

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Non-Current Liabilites
Financial liabilites
(i) Lease liabilities	-	-
Provisions	0.24	-
Total Non - Current Liabilites (D)	0.24	-
Current liabilites
Financial liabilites
i. Lease liabilities	0.64	-
ii. Tradepayables
(a) Total outstanding dues of micro enterprises and small enterprises	1.59	-
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	4.28	0.01
iii. Other financial Liabilities	57.80	-
Contract Liabilites	-	-
Provisions	1.42	-
Other current liabilites	8.72	0.00
Total Current Liabilites(E)	74.46	0.02
TOTAL EQUITY AND LIABILITIES(C+D+E)	155.32	0.48

ii. Details of assets & liabilities of Transferee Company pre and post amalgamation (based on September 30, 2023) are as follows:

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----- Start of picture text -----

Pre amalgamation Post amalgamation (INR
Particulars
(INR in crore) (Standalone) in crore)
----- End of picture text -----

Partculars	Pre amalgamaton (INR in crore) (Standalone)	Post amalgamaton (INR in crore)
ASSETS		Post amalgamaton all the assets and liabilites of the Transferor Companies would be transferred and vested in the Transferee Company and inter-se holdings, if any and balances amongst the Transferee Company and the Transferor Companies would stand cancelled.
Non-current assets
Property, plant and equipment	138.03
Capital work inprogress	2.42
Right-of-use assets	132.51
Intangible assets	127.00
Intangible assets under development	198.81
Financial assets
(i)Investments	294.81
(ii)Trade receivables	37.96
(iii)Other fnancial assets	9.94
Current tax assets(net)	51.68
Deferred tax assets(net)	134.33
Other non-current assets	32.16
Total non - current assets(A)	1,159.65
Current assets
Inventories	1,383.94
Financial assets
(i)Investments	717.39
(ii)Trade receivables	399.73
(iii)Cash and cash equivalents	29.98
(iv)Bank balances other than(iii)above	304.52
(v)Other fnancial assets	393.53

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Other current assets	339.47
Total current assets(B)	3,568.56
Total assets(A+B)	4,728.21
EQUITY AND LIABILITIES
Equity
Equityshare capital	172.99
Other equity	2,880.37
Total equity (C)	3,053.36
Liabilites
Non-current liabilites
Financial liabilites
(i)Lease liabilites	132.99
Provisions	1.86
Total non - current liabilites(D)	134.85
Current liabilites
Financial liabilites
(i)Lease liabilites	4.36
(ii)Tradepayables
(a) Total outstanding dues of micro enterprises and small enterprises	31.54
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	683.95
(iii)Other fnancial liabilites	36.05
Provisions	16.31
Other current liabilites	767.79
Total current liabilites(E)	1,540.00
Total liabilites(D+E)	1,674.85
Total equity and liabilites(C+D+E)	4,728.21

• iii. Impact of amalgamation on revenue generating capacity of the Transferee Company: The amalgamation of the Transferor Companies with the Transferee Company is likely to have a positive impact on the revenue of Transferee Company. All the entities involved in the scheme are primarily engaged in Telecom products related businesses. Consolidating similar businesses of Transferor Companies in a single entity would lead to achieving synergies in revenue and would also give an opportunity to merged entity to expand and grow businesses, catering to a wider customer base thereby achieving higher revenue scale.

• iv. Rational of the Scheme, synergies of business of the entities involved in the scheme, impact of the scheme on shareholders and cost benefit analysis of the scheme and the rational for arriving at the share exchange ratio:

• A. RATIONALE AND BENEFITS OF THE SCHEME

The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

• (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;

• (b) achieve synergies in revenue, costs, operations, and stronger base for future growth;

• (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management;

• (d) further expand and grow all business into the international markets;

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• (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company;

• (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources;

• (g) adaptation of best practices and in enhancing mechanization / automation of various processes through latest technologies;

• (h) Streamlining of the corporate structure; and

• (i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all the companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

• B.

SYNERGIES OF BUSINESS OF THE COMPANIES INVOLVED IN THE SCHEME

The background and information of the Transferee Company and the Transferor Companies are, inter-alia, as under:

• (a) The Transferee Company is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and seamless software enabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defense companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and National Stock Exchange of India Limited.

• (b) The Transferor Company 1 is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

• (c) The Transferor Company 2 is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

• (d) Upon amalgamation, the benefits and synergies as mentioned in Para iv(A) above shall be derived by the Company.

• C.

IMPACT OF THE SCHEME ON THE COMPANY AND ITS SHAREHOLDERS

• a) In consideraton for the amalgamation of the Transferor Companies with the Transferee Company, the shareholders of the Transferor Company 1, as on the Effective Date (as defined in the Scheme) shall receive equity shares of the Transferee Company. Further, the rights and interests of the shareholders of the Transferee Company will not be prejudicially affected by the Scheme, and there will be no change in the economic interest of the shareholders of the Transferee Company, before and after Scheme;

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• b) Upon the Scheme becoming effective, the Transferor Companies shall be dissolved without being wound up and the shareholders of the Transferor Company 1 shall become shareholders of the Transferee Company; and

• c) After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Transferee Company issued as consideration pursuant to the Scheme, shall be listed on BSE Limited and the National Stock Exchange of India Limited.

• D. COST BENEFIT ANALYSIS OF THE SCHEME

Although the Scheme would lead to incurring of some costs towards its implementation, however, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Company.

E. RATIONALE FOR ARRIVING AT THE SHARE EXCHANGE RATIO:

A copy of the Share Exchange Ratio Report dated September 29, 2022 issued by M/s. SPA Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2021/148), Registered Valuer (“Share Exchange Ratio Report”), in connection with the Scheme is appended as ‘ Annexure - VIII’ .

Share Exchange Ratio, as recommended for the proposed Scheme of Amalgamation between Tejas Networks Limited (Transferee Company) and Saankhya Labs Private Limited (Transferor Company 1) and Saankhya Strategic Electronics Private Limited (Transferor Company 2) is as below:

“ For every 100 equity shares of face value of INR 10 (Indian Rupees Ten) each held in the Transferor Company 1 shall be issued 112 equity shares of face value of INR 10 (Indian Rupees Ten) each as fully paid-up in the Transferee Company .

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company .”

The share exchange ratio is determined by considering the fair value of shares of all companies through relevant valuation methods. It considers the market dynamics, nature and uniqueness of each company’s business, operating and financial performance, future outlook and strategy, availability of relevant information etc. for the purpose of valuation.

18. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.tejasnetworks.com or for obtaining extracts of or making copies of, by the members and creditors of the Company at Tejas Networks Limited, J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli, Bangalore - 560 100, Karnataka, India between 11:00 a.m. to 4:00 p.m. on any working day (except Saturdays, Sundays and public holidays):

• a. Certified copy of the Tribunal Order;

• b. Memorandum and Articles of Association of the Company, the Transferor Company 1 and the Transferor Company 2

• c. Audited financial statements of the Company, the Transferor Company 1 and the Transferor Company 2 for the year ended March 31, 2023

• d. Copy of the Scheme

• e. Certificate of the Statutory Auditor of the Company, the Transferor Company 1 and the Transferor Company 2 confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India

• f. All other documents displayed on the Company’s website i.e. www.tejasnetworks.com in terms of the SEBI Master Circular.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Unsecured Creditors.

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The Directors and KMPs, as applicable, of the Transferee Company and of the Transferor Company 1 and / or the Transferor Company 2, and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as directors and shareholders in general.

Sd/- Uday Shankar R M Chairperson appointed by the Tribunal for the Meeting

Bengaluru, December 31, 2023

Registered Office:

J P Software Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli Bangalore - 560 100, Karnataka, India CIN: L72900KA2000PLC026980 Website: www.tejasnetworks.com E-mail: corporate@tejasnetworks.com Tel: +91-80-4179 4600/700/800 Fax: +91-80-2852 0201

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INFORMATION AT A GLANCE

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----- Start of picture text -----

Notes
Particulars
date to determine those
Cut-off
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Partculars	Notes	Notes
Cut-of date to determine those
unsecured creditors who are eligible to vote on the resoluton.		Sunday, December 31, 2023
Remote e-Votng start date and tme		Monday, February 05, 2024 at 9.00 a.m. (IST)
Remote e-Votng end date and tme		Thursday, February 08, 2024 at 5.00 p.m. (IST)
Date on which the resoluton is deemed to be passed		Friday, February 09, 2024
Name, address and Contact details of Registrar and Share Transfer Agent.		Link Intme India Private Limited C-101, 1st Floor, 247 Park, L.B.S. Marg Vikhroli (West), Mumbai 400 083 Maharashtra, India Website: www.linkintme.co.in E-mail:rnt.helpdesk@linkintme.co.in Contact person: Mr. Manohar Shirwadkar, Senior Associate Link Intme India Private Limited Contact Email ID: manohar.shirwadkar@linkintme.co.in Contact Tel:+91 22 4918 6200, Fax:+91 22 4918 6195
Name, address and contact details of e-votng service provider		Natonal Securites Depository Ltd., Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapat Bapat Marg, Lower Parel, Mumbai – 400 013, India Contact E-mail Id:pallavid@nsdl.com/evotng@nsdl.com Contact Tel:+91 22 2499 4545
Name and contact details for clarifcatons		Mr. N R Ravikrishnan General Counsel, Chief Compliance Ofcer & Company Secretary Tejas Networks Limited J P Sofware Park, Plot No 25, Sy. No 13, 14,17,18 Konnapana Agrahara Village, Begur Hobli Bangalore - 560 100, Karnataka, India Tel:+91 80 4179 4600 Fax:+91 80 2852 0201 Email:corporate@tejasnetworks.com

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Annexure I

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Annexure III

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Annexure VIII

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686

IBBI Registration No. IBBI/RV-E/05/2021/148

VALUATION

REPORT

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Determination of Share Exchange Ratio in connection with Scheme of Amalgamation of Saankhya Labs Private Limited (“Transferor Company 1”) and Saankhya Strategic Electronics Private Limited (“Transferor Company 2”) with Tejas Networks Limited (“Transferee Company”) and their respective shareholders

PREPARED BY

SPA VALUATION ADVISORS PRIVATE LIMITED

Registration No.

IBBI/RV-E/05/2021/148

25 C- Block community center JanakPuri, New Delhi – 110058

September 29[th] , 2022

Valuation, By: SPA Valuation Advisors Private Limited

Page 1

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

To The Audit Committee Tejas Networks Limited 5th Floor, Plot No 25, J P Software Park, Electronic City, Phase 1, Hosur Road, Bangaluru – 560 100

AND

To

The Audit Committee and the Board of Directors Saankhya Labs Private Limited 3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building Bengaluru – 560001

AND

To

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The Board of Directors Saankhya Strategic Electronics Private Limited No.3, Embassy Icon, Ground Floor, Infantry Road Bengaluru – 560001

We refer to the Letter of Engagement dated August 08[th] 2022 (’LOE’) wherein SPA VALUATION ADVISORS PRIVATE LIMITED (or “Valuer”) is appointed by Tejas Networks Limited, Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited in relation to carry out the Share Exchange Ratio under the proposed Scheme of Amalgamation of Saankhya Labs Private Limited (“ SLPL” or “ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ SSE” or “ Transferor Company 2 ”) (Collectively referred as “ Transferor Companies ”) with Tejas Networks Limited (“ TNL” or “ Transferee Company ”) and their respective shareholders under the provisions of Section 230 - 232 of the Companies Act, 2013 (" Scheme ") with appointed date (as defined hereinafter) as at September 28[th] 2022 (valuation exercise).

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Page 2

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

- Part I INTRODUCTION

1.1. Terms of Reference

This Scheme is presented under the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (hereinafter referred to as “Act”) as applicable, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. SLPL, SSE, and TNL are hereinafter collectively referred to as “the Companies".

1.2. Source of Information and representations

For the purpose of carrying out the valuation, we have relied on the following information and documents made available to us by the management of the Companies. The management of the Companies assisted by their respective finance and accounts personnel has furnished the required financial and other relevant information, explanations and data for this exercise.

• Draft Scheme of Amalgamation

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• Audited financials of SLPL and SSE for the year ended March 31, 2022 and 3 months period ended June 30, 2022

• Annual Report of TNL for FY 2021-2022 and limited review report for the 3 months period ended June 30, 2022.

• Consolidated Future Projections of SLPL till the year ended March 31, 2030

• Shareholding pattern of the SLPL and SSE as on September 28[th] , 2022

• Other Information as provided by the management of the Companies

• Other Information as available on public domain

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Part II- ABOUT THE COMPANY

2.1 Background of the Company

 Transferor Company 1 is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

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 Transferor Company 2 is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

 Transferee Company is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and a seamless software-enabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058

spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

internet companies, utility companies, defense companies and government entities. The equity shares of the Transferee Company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

2.2 Capital Structure:

 Transferor Company 1:

The share capital structure of the Transferor Company 1 as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
A) Authorized share capital
1,07,28,000 EquityShares of INR 10 each	10,72,80,000
36,85,700 Series C Preference shares of INR 100 each	36,85,70,000
Total	47,58,50,000
B) Issued and subscribed and fully paid up share capital
97,07,821 Equity Shares of INR 10 each	9,70,78,210
C) Recoverable from SLPL ESOP Trust - 10,06,120 equity shares of INR 10 each	(1,00,61,200)
**Total Equity Share Capital(B+C) **	8,70,17,010

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As on the date of approval of the Board of the Transferor Company 1 to this Scheme, Transferee Company holds 62,51,496 equity shares, aggregating to 64.40% of the total paid-up capital (including shares held by SLPL ESOP Trust) of the Transferor Company 1.

 Transferor Company 2:

The share capital structure of the Transferor Company 2 as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
Authorized share capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000
Issued and subscribed and fully paid up share capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000

The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1 and consequently no equity shares will be issued by the Transferee Company upon its amalgamation.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

 Transferee Company:

The share capital structure of the Transferee Company as on September 28[th] 2022 is as follows:

Particulars	Amount in INR
A) Authorized share capital
26,00,00,000 equityshares of INR 10 each	260,00,00,000
Total	260,00,00,000
Issued and subscribed andpaid up share capital
B) 15,21,09,862equity shares of INR 10 each, fully paid up	152,10,98,620
C) Forfeited shares	3,27,27,930
Total Equity Share capital(B+C)	155,38,26,550

The Transferee Company has 1,55,03,876 outstanding warrants (each carrying a right to subscribe to 1 (one) equity share of the Transferee Company). Further, the Transferee Company has outstanding and ungranted RSU pool which were approved by its shareholders. Further, the Transferee Company also has outstanding issued restricted stock units / employee stock options. The exercise of such warrants and/ or restricted stock units / employee stock options, may result in an increase in the issued and paid-up share capital of the Transferee Company.

PART III RATIONALE FOR THE SCHEME

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The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

• (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;

• (b) achieve synergies in revenue, costs, operations, and stronger base for future growth;

• (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management;

• (d) further expand and grow all business into the international markets;

• (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company

• (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686

IBBI Registration No. IBBI/RV-E/05/2021/148

• (g) adaptation of best practices and in enhancing mechanisation/ automation of various processes through latest technologies.

• (h) Streamlining of the corporate structure; and

• (i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

Appointed Date

The appointed date of the proposed scheme of Amalgamation is opening hours of July 01, 2022 or such other date as may be agreed by the Board of the Parties

PART IV Generally Accepted Methods of Valuation for Equity Shares and Methods adopted:

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1 ) Market Approach

• a) Market Price Method

• b) Comparable Companies Quoted Multiples Method

• 2) Income Approach (Discounted Cash Flows Method)

• 3) Asset Approach (Net Asset Value Method)

MARKET APPROACH

A) Market Price Method : Under this method, the market price of an equity share of the company as quoted on a recognized stock exchange is normally considered as the fair value of the equity shares of that company where such quotations are arising from the trading. The market value reflects the investors' perception about the true worth of the company.

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

The Pricing formula provided in Regulations 164 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') read with SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2022 in case of frequently traded shares to be considered as below.

Pricing of frequently traded shares

1. (1) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of 90 Trading Days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

2. a) the 90 Trading Days volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date; or

3. b) the 10 Trading Days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date.

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B) Comparable Companies Quoted Multiples Method (CCM): CCM measures the value of an asset through an analysis of recent sales of comparable asset compared to the asset being valued. When applied to the valuation of an equity interest, consideration is given to the financial condition and operating performance of the subject company compared to either publicly traded companies with similar lines of business or recent corporate acquisitions (“Guideline Companies”). Typically, the companies selected for comparison are subject to economic, political, competitive, and technological factors that correspond with those confronting the Company. The Market Approach is conceptually preferable to the other two approaches because it uses direct comparisons to similar enterprises and the analysis is based upon actual market transactions. However, comparable that fit perfectly rarely exist. Privately held companies are compared to publicly traded ones that are typically further along in their stage of development, have superior access to capital, and have common stock that is readily marketable.

Often historical results of public companies are being compared to projected results for the private company being valued. In order to reflect these differences, data from the Guideline Companies must be appropriately adjusted. Selecting the market multiple to apply to the Company requires judgment.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

INCOME APPROACH

Discounted Cash Flows Method

The earnings value method involves determination of the future earnings of the Company from its normal operations.

Discounted Cash Flow Method (DCF method) seeks to capture the discounted present value of the free cash flows generated by the business as a going concern. The DCF approach requires two basic estimates; the free cash generated by the business and the cost of capital. In developing the cash flow forecast, two additional factors need to be considered:

Length of the forecast; and

Determination of the perpetuity value of the business at the end of the forecast period.

The DCF focuses on the Free Cash Flows (FCFs) that the company can generate over a period of time. The underlying assumption of this method of valuation is that the value of a business can be measured by the present worth of the net cash benefit (being cash inflows less cash outflows) to be received over the period of forecast and beyond. The DCF has its foundation in the Present Value rule, where the value of any asset is the Present Value of its expected future cash flows.

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The steps followed in applying this approach include projecting the expected cash flows of the business over a selected period of estimation and converting these cash flows to present value through discounting. The discounting process uses the Weighted Average Cost of Capital (WACC). Finally, the present value of the cash flows over the period of estimation and the present value of the terminal value, i.e., the value of the business at the end of the estimation period, are summed up to arrive at the total present Business/ Enterprise Value.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799 Page 9

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Free Cash Flows

Free Cash Flows (FCF) are arrived at as follows:

Free Cash Flows (FCF) are arrived at as follows:	Free Cash Flows (FCF) are arrived at as follows:
Earnings before Interest on Term Loan, Taxes, Depreciation and Amortization A
Less: Taxation	B
Adjusted Cash Flows	C = A – B
Less: Increase in Working Capital	D
Less: Capital Expenditure	E
Free Cash Flows for the year	F = C – D – E

The FCFs are then discounted using the discounting factor to arrive at their Net Present Value (NPV).

The Discounting Factor

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The discount rate applied to estimate the present value of explicit forecast period cash flows. One of the advantages of the DCF approach is that it permits the various elements that make up the discount factor to be considered separately, and thus, the effect of the variations in the assumptions can be modeled more easily.

The components of the weighted average cost of capital are:

Cost of Equity

The cost of equity is the desired rate of return for an equity investor given the risk profile of the company and associated cash flows and is calculated using the Capital Asset Pricing Model (CAPM).

Cost of Debt

The cost of debt is the average interest rate on Long term debt (after tax) on the borrowings of the business being valued.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799 Page 10

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Terminal Value

At the end of the explicit forecast period, a terminal value is calculated to arrive at the value of the business at the end of the estimation period. The important assumption in calculating the terminal value is that there would be no material change in trends or economic outlook beyond the explicit forecast period.

This terminal value is then discounted to its present value (value at the time of valuation) using the discounting factor for the last year of the forecast horizon.

The net present value takes into account the cost of debt, cost of equity and target capital structure. It also takes into account the risks to which the enterprise is exposed. The discount rate is based on the overall risk perception of the company.

COST APPROACH

Net Assets Value Method (NAV)

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The Net Asset Value represents the value of the shares with reference to the value of the assets owned by the Company and liabilities on the valuation date. Generally historical cost (latest audited financial statements) of the assets/ liabilities is considered in arriving at the value per share. However in certain cases, the current / intrinsic values of assets/ liabilities may be considered in place of the historical values and due adjustments in the values thereof may be carried out in respect of fair value of investments, replacement cost of Plant & Machinery and fair value of Land & Building.

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C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

Valuation Summary and Share Exchange Ratio:

S.No.	Name	Tejas Networks Limited (Transferee Company)	Tejas Networks Limited (Transferee Company)	Tejas Networks Limited (Transferee Company)	Saankhya Labs Private Limited (Transferor Company 1)	Saankhya Labs Private Limited (Transferor Company 1)	Saankhya Labs Private Limited (Transferor Company 1)
	Methods	Per Share Value	Weight (Wgt)	Value x Wgt	Per Share Value	Weight (Wgt)	Value x Wgt
1	Income Approach (Discounted Cash Flow Method)	NA			707.69	100%	707.69
2	Market Approach (Market Price Method)	634.39	100%	634.39	NA
3	Market Approach (Comparable Companies Method)	NA			NA
4	Cost Approach (Net Asset Value Method)	NA			NA
Weighted Average Fair Value Per Share (In INR) as on September 28, 2022		634.39			707.69
Share Exchange Ratio		1.12

NA = Not Applicable/Not Adopted

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to this Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company.

Notes:

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1) Income Approach –Discounted Cash Flow Method

• As Transferee Company’s shares are listed on stock exchanges, the information related to its future performances is price sensitive and not made available to us. Hence, this method has not been applied.

• As Transferor Company 1 & Transferor Company 2 are the unlisted companies and Transferor Company 2 is the wholly owned subsidiary of Transferor Company 1, we have been provided with the consolidated future projections of Transferor Company 1 and this method has been applied.

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

– 2) Market Approach Market Price Method and Comparable Companies Method

• As Transferee Company’s shares are listed on BSE & NSE and the shares are frequently traded, we have computed the price as per the SEBI prescribed pricing formula as higher of VWAP of last 90 trading days vs last 10 trading days preceding the date of board meeting.

• Basis of Current nature of the business of Transferor Company 1, there are no exact comparable companies available which are directly and only into the same business apart from a single company which is TNL (Transferee Company) itself and hence, due to the non-availability of relevant peer set, we have not used the comparable companies method to value Transferor Company 1.

• Due to unavailability of similar peer companies with similar size of operations and similar recent transactions on this scale in this industry, this approach has not been considered for valuation of Transferee company.

- 3) Cost Approach Net Assets Value Method (NAV)

• This Approach has not been considered since the net asset value does not reflect the intrinsic value of the business in a "going concern scenario”.

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PART V: CONCLUSION

Based on the above, we recommend the following exchange ratio to the shareholders of the Transferor Company 1 in respect to the proposed Scheme of Amalgamation:

For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.

For SPA Valuation Advisors Private Limited

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Neena Agarwal

Registered Valuer Registration No. - IBBI/RV/05/2019/11667

Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

CAVEATS AND LIMITATIONS

The conclusion of value arrived at herein is valid only for the stated purpose as of the date of the valuation and may not be used out of the context presented herein.

1. Public information, estimates, industry and statistical information contained in this report have been obtained from sources considered to be reliable. However, we independently did not verify such information and make no representation as to the accuracy or completeness of such information obtained from or provided by such sources.

2. The company and its representatives warranted to us that the information supplied to us was complete and accurate to the best of their knowledge and that the financial information properly reflects the business conditions and operating results for the respective periods in accordance with generally accepted accounting principles. Information supplied to us has been accepted as correct without any further verification. We have not audited, reviewed, or compiled the financial information provided to us and, accordingly, we express no audit opinion or any other form of assurance on this information.

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1. Financial information of the subject company is included solely to assist in the development of a value conclusion presented in this report and should not be used to obtain credit or for other purpose. Because of the limited purpose of the information presented, it may be incomplete and contain departures from generally accepted accounting principles. We have not audited, reviewed or compiled this information and express no assurance on it.

2. We do not provide assurance on the achievability of the results forecasted by the client because events and circumstances frequently do not occur as expected; differences between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans, and assumptions of management.

3. The conclusion of value arrived at herein is based on the assumption that the current level of management expertise and effectiveness would continue to be maintained, and that the

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058 Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

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(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

character and integrity of the enterprise through any sale, reorganization, exchange, or diminution of the owners’ participation would not be materially or significantly changed.

1. Possession of this report, or a copy thereof, does not carry with it the right of publication of all or part of it nor may it be used for any purpose by anyone other than those enumerated in this report without the written consent of the Valuer (except the Affiliates of the Companies, regulators). This report and the conclusion of value arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein.

2. The report and conclusion of value are not intended by the author and should not be construed by the reader to be investment advice in any manner whatsoever. The conclusion of value represents the considered opinion of Valuer, based on information furnished to them by the client.

3. Neither all nor any part of the contents of this report (especially the conclusion of value, the identity of any valuation specialist(s), or the firm with which such valuation specialists are connected or any reference to any of their professional designations) should be disseminated to the public through advertising media, public relations, news media, sales media, mail or any other means of communication without our prior written consent and approval.

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1. This valuation reflects facts and conditions existing or reasonable foreseeable at the valuation date. Subsequent events have not been considered, and we have no obligation to update our report for such events and conditions.

2. The analyst, by reason of this valuation, is not required to give further consultation, testimony, or be in attendance in court with reference to the subject matter of this report unless prior intimation have been made.

3. Our engagement for this valuation consulting work does not include any procedures designed to discover any defalcations or other irregularities, should any exist.

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C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

1. We are not an environmental consultant or auditor and takes no responsibility for any actual or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. We does not conduct or provide environmental assessments and has not performed one for the subject property.

2. We haven’t determined independently whether the client is subject to any present or future liability relating to environmental matters nor the scope of any such liabilities. Our valuation takes no such liabilities into account, except as they have been reported to us by the client or by an environmental consultant working for the client.

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1. We don’t accept any liability to any party in relation to the issuance of this Valuation Report . No change of any item in this valuation/conclusion report shall be made by anyone other than us, and we shall have no responsibility for any such unauthorized change. To the fullest extent permitted by law, SPA is harmless against all actions, proceedings and claims brought or threatened and all loss, damage and expense (including all legal expenses) relating thereto where such action, proceeding or claim has arisen out of or results from or is connected with the failure of the financial and prospective information provided to us, or any of its professional legal advisers to comply with the terms of this letter.

2. This report is not a substitute for the third party’s own due diligence/ appraisal/ enquiries/ independent advice that the third party should take for this purpose.

3. It is assumed that there is full compliance with all applicable central, state, and local environmental regulations and laws unless noncompliance is stated, defined, and considered in the report.

4. The prospective financial information approved by management has been used in our work, we have not examined or compiled the prospective financial information and therefore, do not express an audit opinion or any other form of assurance on the prospective financial information

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Valuation, By: SPA Valuation Advisors Private Limited

C-1/8, Janak Puri, New Delhi – 110058 spavaluationadvisors@gmail.com; Tel: 091-9971387799

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SPA VALUATION ADVISORS PRIVATE LIMITED

(Formerly known as ZENSPAA Capital Services Private Limited) CIN: U67100DL2016PTC309686 IBBI Registration No. IBBI/RV-E/05/2021/148

or the related assumptions. Events and circumstances frequently do not occur as expected and there will usually be differences between prospective financial information and actual results, and those differences may be material.

1. We have conducted interviews with the current management of the client concerning the past, present, and prospective operating results of the company. Except as noted, we have relied on the representations of the owners and management concerning the value and useful condition of all equipment, real estate, investments used in the business, and any other assets or liabilities, except as specifically stated to the contrary in this report.

2. We have made no investigation of title to property, and assume that the owner’s claim to the property is valid. We have not attempted to confirm whether or not all assets of the business are free and clear of liens and encumbrances or that the entity has good title to all assets. However we make no representation as to accuracy or completeness of such information and have performed no procedures to corroborate the information.

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Valuation, By: SPA Valuation Advisors Private Limited

Registered Office: C-1/8, Janak Puri, New Delhi – 110058

Email: spavaluationadvisors@gmail.com; Tel: 091-9971387799

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Annexure IX

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Annexure X

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THIS DOCUMENT CONTAINS INFORMATION PERTAINING TO THE UNLISTED ENTITY “SAANKHYA LABS PRIVATE LIMITED” (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 1 ” OR “ SAANKHYA LABS ” OR “ UNLISTED COMPANY 1 ”) AND THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, INVOLVING SAANKHYA LABS PRIVATE LIMITED AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 2” or “ SSE” OR “UNLISTED COMPANY 2”) WITH TEJAS NETWORKS LIMITED (“Tejas” or “Transferee Company”) AND THEIR RESPECTIVE SHAREHOLDERS.

THIS ABRIDGED PROSPECTUS HAS BEEN PREPARED IN TERMS OF THE REQUIREMENTS SPECIFIED IN SEBI CIRCULAR NO. SEBI/HO/CFD/SSEP/CIR/P/2022/14 DATED FEBRUARY 04, 2022 (“SEBI CIRCULAR”) AND IS PREPARED PURSUANT TO REGULATION 37 OF THE SEBI (LODR) REGULATIONS, 2015 READ WITH SEBI CIRCULAR NO. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021 ("SEBI CIRCULAR") ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI").

KINDLY SCAN THE QR CODE AS PROVIDED ON THE FIRST PAGE OF THIS DOCUMENT TO DOWNLOAD THE ABRIDGED PROSPECTUS OR ALTERNATIVELY YOU CAN DOWNLOAD THE SAME FROM THE TRANSFEREE COMPANY WEBSITE AT https://tejasnetworks.com/ AND ALSO FROM THE WEBSITE OF NSE and BSE WHERE THE SAME HAS BEEN SUBMITTED

THIS DOCUMENT DATED DECEMBER 20, 2023 SHOULD BE READ TOGETHER WITH THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013.

THIS ABRIDGED PROSPECTUS CONTAINS 16 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

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SAANKHYA LABS PRIVATE LIMITED

CIN: U72200KA2006PTC041339 Date of Incorporation: 29/12/2006

Registered Office	Corporate Office	Contact Person	Email and Telephone	Website
3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bangalore KA 560001 IN	3rd Level, Mezaninne Floor, No.3, Infantry Road, Vasanth Nagar, Embassy icon Building, Bangalore KA 560001 IN	Dr. Vishwakumara Kayargadde	Email: vkk@saankhyalabs.com Tel.: +91- 80 6117 1000 +91- 82778 93870	www.saankhyalabs.com

NAME OF PROMOTER OF SAANKHYA LABS PRIVATE LIMITED

Tejas Networks Limited

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Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue Size (by no. of shares or by amount in Rs)	OFS Size (by no. of shares or by amount in Rs)	Total Issue Size (by no. of shares or by amount in Rs)	Issue Under 6(1)/ 6(2)	Share Reservation	Share Reservation	Share Reservation
					QIB	NII	RII
Not Applicable

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders

Name	Type	No of Shares offered/Amount in Rs	WACA in Rs per Equity	Name	Type	No of Shares offered/ Amount in Rs	WACA in Rs per Equity
Not Applicable
Price Band, Minimum Bid Lot & Indicative Timelines
Not Applicable

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price - Highest Price (in Rs.)
Not Applicable

RISK IN RELATION TO THE FIRST OFFER

Not Applicable as Saankhya Labs is an unlisted company and is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

DETAILS OF THE SCHEME OF AMALGAMATION

Background:

Transferor Company(s)

1. Saankhya Labs Private Limited (“ Transferor Company 1” ) is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

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1. Saankhya Strategic Electronics Private Limited ( “Transferor Company 2”) is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.

2. Transferor Company 1 and Transferor Company 2 are collectively referred as “Transferor Companies”.

Transferee Company

1. Tejas Networks Limited (“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s products are differentiated by a programmable, software defined hardware architecture that provides flexibility, multigeneration support and a seamless softwareenabled network transformation to its customers. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited .

Transferor Companies and Transferee Company are collectively referred as “Parties”.

Pursuant to the agreements dated March 30, 2022, the Transferee Company acquired 64.40 % share capital of the Transferor Company 1. Consequently, the Transferor Company 1 became a Subsidiary of the Transferee Company.

Brief details of the Scheme:

Upon effectiveness of this Scheme and with effect from the Appointed Date (as defined in the Scheme of Amalgamation) and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, all assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferor Companies shall stand transferred to and vested in the Transferee Company as a going concern, without any further act, instrument or deed matter or thing, or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme.

Consideration and Share Exchange Ratio:

As per the valuation report dated September 29, 2022, share exchange ratio on proposed amalgamation will be as below:

Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each

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shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date (as defined in the Scheme of Amalgamation), as under:

“For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.”

Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company.

No equity shares shall be issued by the Transferee Company in respect of the shares held by the Parties inter-se and all such shares shall stand cancelled upon the Scheme becoming effective, without any further act or deed as an integral part of the Scheme.

Rationale of the scheme: The Transferor Companies are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits:

(a)	enhancement of operational, organizational and financial efficiencies, and achieve
	economies of scale by pooling of resources;
(b)	achieve synergies in revenue, costs, operations, and stronger base for future growth;
(c)	an integrated and coordinated approach to business will allow for a more efficient
	allocation of capital and cash management;
(d)	further expand and grow all business into the international markets;
(e)	reduction in the multiplicity of legal and regulatory compliances currently required
	to be carried out by Transferor Companies and the Transferee Company;
(f)	consolidation of administrative and managerial functions and elimination of multiple
	record-keeping,_inter alia_other expenditure and optimal utilization of resources
(g)	adaptation of best practices and in enhancing mechanisation/ automation of various
	processes through latest technologies.
(h)	Streamlining of the corporate structure; and
(i)	improved organizational capability and leadership, arising from the pooling of
	human capital that has diverse skills, talent, and vast experience to compete in an
	increasingly competitive industry.
The amalgamation is in the interest of all the companies, their respective shareholders, creditors and
all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors
or the public at large.

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Effect on Share capital of the Transferor Companies

Upon the effectiveness of this Scheme, the aggregate authorised share capital of the Transferor Company 1 and Transferor Company 2 (“ Transferor Companies ”) as on the Effective Date will be reclassified, altered and combined with the authorised equity share capital of the Transferee Company as on the Effective Date and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees to ROC.

For further details please refer the Scheme of Amalgamation

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking any decision in relation to the Scheme. For taking any decision, investors must rely on their own examination of the Transferee Company, Transferor Companies and the Scheme including the risk involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the Scheme. Specific attention of the investors is invited to the section titled "Internal Risk Factors" at page 13 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue would not be applicable as Transferor Companies are not offering any of its securities/equity shares to the Public under the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration. Hence, the procedure with respect to the Bid-cum-Application Form, RHP and General Information Document is not applicable.

PRICE INFORMATION OF BRLM’s Not Applicable

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

MERCHANT BANKER APPOINTED BY TEJAS NETWORKS LTD

SPA Capital Advisors Limited R/o- 25, C - Block, Community Centre JanakPuri, New Delhi - 110058 Tel. No.: +91 11 4567 5500, Fax No.: +91 11 2553 2644 Email: legal@spacapital.com https://www.spacapital.com/ SEBI Reg. No. MB/INM000010825

Statutory Auditor of Saankhya Labs	Price Waterhouse Chartered Accountants LLP, 5th Floor, Tower "D", The Millenia 1&2 Murphy Road, Ulsoor, Bangalore - 560 008 Email:darshan.rajvir@pwc.com Telephone No.:+9180 4079 5058

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PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED

PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED	PROMOTERS OF SAANKHYA LABS PRIVATE LIMITED
Sr. No.	Name	Individual/ Corporate	Background of the Promoter
1.	Tejas Networks Limited	Corporate	Tejas Networks Limited(“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s 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. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities. The equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

BUSINESS OVERVIEW AND STRATEGY

Saankhya Labs Overview

Saankhya Labs Private Limited is a company incorporated under the provisions of the Companies Act, 1956. Saankhya Labs was founded in December 2006, by Parag Naik, Dr. Vishwakumara Kayargadde and Hemant Mallapur. Saankhya Labs is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of Saankhya Labs include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. Saankhya Labs provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Saankhya Labs are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of Saankhya Labs.

Product/Service Offering:

Saankhya Labs provides SDR chipsets including Modulators and Demodulators for TV broadcast and receiver markets, Broadcast radio heads and mobile receivers for Direct to Mobile (D2M) market, 5G Radio Units and 5G RAN, Network automation & management software for telecom infrastructure markets, Satellite Communication and IoT tracking products for railway locomotives and sea vessels, and also provides Satellite Communication products for Defence communication.

Revenue segmentation by product/service offering

Saankhya Labs generated revenue of Rs. 0.26 Crore from its products and Rs. 84.91 Crore from its Services for the fiscal year ended March 31, 2023 on a consolidated basis.

Geographies Served:

USA, India, Europe, South-East Asia

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Revenue segmentation by geographies

The Domestic Turnover of Saankhya Labs accounted for Rs. 26.88 Crore and Export Turnover accounted for Rs. 58.29 Crore for the fiscal year ended March 31, 2023 on a consolidated basis.

Key Performance Indicators

In the last three years ended Fiscal 2023, Fiscal 2022, Fiscal 2021, Saankhya Labs has on a consolidated basis earned revenue from operations of Rs. 85.17 Crore, Rs. 108.75 Crore and Rs. 37.04 Crore respectively, Net Profit before Tax of Rs. -37.23 Crore, Rs. 30.16 Crore and Rs. - 2.24 Crore respectively and Net Profit after Tax of Rs. -27.16 Crore, Rs. 22.91 Crore and Rs. -2.01 Crore respectively. It has reported Return on Net Worth of -25.03%, 17.42% and -1.69% for the Fiscal 2023, Fiscal 2022 and Fiscal 2021 respectively.

Client Profile or Industries Served:

Saankhya Labs caters to clients across multiple industries including Telecommunication, Broadcast, Satellite Communication, Defence, IT Services, Government and Public Sector Entities. Some of the key clients of Saankhya Labs across these industries are Sterlite Technologies, Sinclair Broadcast Group USA, DISH Purchasing Corporation USA, ISRO – Space Application Centre, Cyient, Tata Consultancy Services, and Bharat Electronics Limited.

Revenue segmentation in terms of top 5/10 clients or Industries:

The top ten customers of Saankhya Labs accounted for operating revenue of Rs 81.25 Crore (approx. 95.4%) for the fiscal year ended March 31, 2023.

Intellectual Property, if any:

Saankhya Labs has cumulatively filed 99 Indian and International Patent applications, out of which 53 Patents have been granted and 46 applications are under process, primarily in the 'Electric Communication Technique’ category.

Market Share:

Saankhya Labs operates in new technology areas with innovative products based on several years of research and development. Although Saankhya Labs’ current market share in 5G Infrastructure, 5G Broadcast and Satcom is small, but with the products under development, it is well-positioned to win substantial market share in 5G Infrastructure and 5G Broadcast business globally and Satcom business in India during the coming years. In the broadcast business Saankhya Labs is a leading supplier of ATSC 3.0 chipset and in the satellite communication business. Saankhya Labs is a leading supplier of Satellite based Vessel Tracking Terminals.

Manufacturing plant, if any:

Nil

Employee Strength:

As on September 30, 2023 Saankhya Labs has 121 employees at various levels of the organization, and out of these 75 employees are in R&D function.

BOARD OF DIRECTORS

	Sr.	Name	Designation	Experience & Educational	Other Directorships
	No.			Qualification
	1	Mr. N.	Nominee	Mr. Subramaniam is the COO of TCS	Indian Companies: 5
		Ganapathy Subramaniam	Director and Non-	since February 2017. He is also the Chairman of Tata Elxsi Limited. Prior to	1.Tejas Networks Limited
		(DIN- 07006215)	Executive Chairman	taking over the TCS COO’s role he served as the Executive Vice President and Head of TCS Financial Solutions, a	2.Tata Consultancy Services Limited 3.Tata
				strategic business unit of TCS. He has	Communications
				held many key leadership positions in	Limited
				TCS across Client Delivery, Business	4.Tata Elxsi Limited
				Development, integration of businesses	5. TCS Foundation.

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				and Product Development. He has been a part of TCS and the Indian IT Industry for the past 40 years. He has played a strategic role in several landmark projects that TCS undertook across geographies. He joined TCS in 1982 after completing his Masters in Mathematics from University of Madras.		Foreign Companies: 7 1.TCS Financial Solutions Australia Pty. Limited 2.TCS FNS Pty. Limited 3.TCS Financial Solutions Beijing Co. Limited 4.Diligenta Limited 5. Tata Consultancy Services Asia Pacific Pte. Limited 6. Tata Consultancy Services (China) Co. Ltd. 7.Tata Consultancy Services Netherlands B.V.
	2	Mr. Chandrashek ar Bhaskar Bhave (DIN: 00059856)	Independe nt Director	Mr. Chandrashekhar Bhaskar Bhave served as Chairman of Securities Exchange Board of India (SEBI), India’s capital market regulator from 2008 to 2011. Prior to this he was the chairman and Managing Director of National Securities Depository Limited (NSDL) from its inception in 1996 till 2008. He is 1975 batch Indian Administrative Services (IAS) officer and has worked with the Central and State Governments in various capacities and roles. He has won several awards from the Government of Maharashtra for his outstanding work. Mr. Bhave received a Bachelor’s degree in Electrical Engineering from Jabalpur Engineering College.		Indian Companies:6 1.Avenue Supermarts Limited. 2.Mahindra And Mahindra Financial Services Limited. 3.Vistaar Financial Services Private Limited. 4. Indian Institute For Human Settlements. 5. Tejas Networks Limited. 6.Niva Bupa Health Insurance Company Limited. Foreign Companies: - Nil
	3.	Prof. Bhaskar Ramamurthi (DIN: 01914155)	Independe nt Director	Prof. Bhaskar Ramamurthi heads the Centre of Excellence in Wireless Technology, located at the IIT-Madras Research Park, which is focused on emerging wireless standards and technologies. He is a holder of several patents related to 4G and 5G technologies and was the national coordinator for the project to build an end-to-end 5G Test Bed. He has served as the Chairman of Telecommunications Standards Development Society, India (TSDSI). He is a Fellow of the Institute of ElectricalandElectronicsEngineers		Indian Companies:3 1.Tejas Networks Limited. 2. IITM Pravartak Technologies Foundation. 3. Higher Education Financing Agency. Foreign Companies: Nil

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				(IEEE) and Indian National Academy of Engineering (INAE) and Hon. Fellow of Rheinisch-Westfaelische Technische Hochschule (RWTH) Aachen, Germany. He served as Director, IIT Madras during 2011-21. After working at AT&T Bell Laboratories for a couple of years, he joined the faculty of his alma mater IIT Madras in 1986. His areas of specialization are Communications and Signal Processing. His body of research is in Wireless Networks, Modulation, Wireless Data, and Audio and Video Compression. Prof. Bhaskar Ramamurthi graduated with a B.Tech in Electronics from IIT Madras (1980). He secured his M.S. (1982) and Ph.D. (1985) in Electrical Engineering from the University of California at Santa Barbara.
	4.	Mr. Mark Andrew Aitken (DIN- 08000616)	Non Executive Director	Mr. Aitken joined the Sinclair Broadcast Group (SBG) in 1999. Mr. Aitken serves as Vice President of Advanced Technology at SBG since 2011. He continues to serve as President of ONE Media, a position held since 2016. Prior to SBG, Mr. Aitken held multiple positions in Comark Communications including Manager of the Systems Engineering, RF Engineering and Sales Engineering groups, as well as Director of Marketing and Sales Support. He is a member of the Association of Federal Communications Consulting Engineers (AFCCE), the Institute of Electrical & Electronic Engineers (IEEE) and the Society of Motion Picture & Television Engineers (SMPTE). He is the author of many papers dealing with innovative RF product developments, advanced digital broadcast systems design- implementation strategies, and holds patents for various RF devices and Next Gen systems. Mark attended Springfield Technical Community College (STCC) focused on Design Engineering, and Rensselaer Polytechnic Institute (RPI) for advanced education in Project and Program Management.		Indian Companies: Nil Foreign Companies: Nil
	5.	Mr. Arnob Roy	Nominee Director	Mr. Arnob is Co-founder, Executive Director and Chief Operating Officer of Tejas Networks Limited. He has over 35 years ofexperiencein researchand		Indian Companies: 1 1.Tejas Networks Limited

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		(DIN- 03176672)		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 Science in Computer Science from the University of Nebraska, Lincoln, USA. And a Bachelor’s Degree in Technology in Electronics and Communication Engineering from the Indian Institute of Technology, Kharagpur.		Foreign Companies: Nil
	6.	Mr. Parag Naik Balwant (DIN- 01055996)	Managing Director and CEO	Mr. Parag is a technology entrepreneur with over 26 years of industry experience. He co-founded Saankhya Labs and was the CTO and VP Marketing between 2007-2014. At Saankhya Labs he has been the CEO since April 2014. Under his leadership Saankhya has designed and successfully launched indigenous SDR chipsets and Satcom products for a variety of applications. Prior to Saankhya, he co- founded Smart Yantra technologies (one of India’s first video streaming IP companies) in 2000 and Vayavya Labs, a Electronic Design Automation Company in 2006. Early on in his career he worked on the Mission Computer hardware and software for India’s indigenous LCA Tejas and at Philips Innovation Labs as one of its early members building world’s early DTV and STB receivers. He is a named inventor on 35 US and India patents in the areas of VLSI design, CPU/SDR architecture, Digital Communications, Signal Processing and Hardware- Software Co-design/ Code generators. He holds a Bachelor’s degree in Computer Science and Engineering (1992)from Karnatak University, India.		Indian Companies: 2 1.Saankhya Strategic Electronics Private Limited 2. Vayavya Labs Private Limited. Foreign Companies: 1 Saankhya Labs Inc.
	7.	Dr. Vishwakuma ra Kayargadde (DIN- 00751260)	Executive Director and COO	Dr. Vishwa is a technology entrepreneur with over three decades of industry and research experience. He Co-founded Saankhya Labs and has been responsible for shaping and running company’s business operations. Prior to Saankhya he was co-founder and CEO at Smart Yantra technologies, one of India’s first video streaming IP companies. Prior to founding Smart Yantra, he was at Philips Consumer Electronics wherehe contributed to the		Indian Companies: 1 1.Saankhya Strategic Electronics Private Limited. Foreign Companies: 1 1. Saankhya Labs Inc

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system and software architecture for a new range of digital Televisions. He holds a Ph. D. degree from Eindhoven University of Technology, The Netherlands, and M.E in ECE from Indian Institute of Science (IISc) Bangalore.

OBJECTS OF THE ISSUE

Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

CAPITAL STRUCTURE OF SAANKHYA LABS AS ON SEPTEMBER 30[TH] , 2023 Equity Share Capital:

Authorised Capital Paid-up Capital* 47,58,50,000 (Indian Rupees Forty Seven Crore Fifty Eight Lakh Fifty Thousand) divided into 8,70,17,010 (Indian Rupees Eight Crore Seventy 1,07,28,000 (One Crore Seven Lakhs Twenty Lakh Seventeen Thousand Ten) divided into Eight Thousand) Equity Shares of Rs. 10 (Indian 87,01,701 (Eighty Seven Lakh One Thousand Rupees Ten) each and 36,85,700 (Thirty Six Seven Hundred One) Equity Shares of Rs. 10 Lakhs Eighty Five Thousand Seven Hundred) (Indian Rupees Ten) each. Preference Shares of Rs. 100 (Indian Rupees Hundred) each.

*87,01,701 Equity shares excludes 10,06,120 no. of Treasury shares issued to Saankhya Labs Private Limited ESOP Trust.

SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME
Sr. No.	Name of the Shareholders	Pre- Issue Number of Shares	% Holding of Pre- issue
	Promoter & Promoter Group
1.	Tejas Networks Limited	6,251,496	64.40%
	**Total-A **	6,251,496	64.40%
	Public/Other than Promoters
1.	One Media 3.0, LLC	1,213,707	12.50%
2.	Saankhya Labs Private Limited ESOP Trust	1,006,120	10.36%
3.	Parag Naik	333,020	3.43%
4.	Hemant Mallapur	243,962	2.51%
5.	Vishwakumara Kayargadde	216,425	2.23%
6.	Anindya Saha	175,260	1.81%
7.	Vivek Kimbahune	73,275	0.75%
8.	Abdul Aziz	69,915	0.72%
9.	Sunil H R	52,230	0.54%
10.	Subrahmanya K S	33,995	0.35%
11.	Mr. Venkanagouda K Patil & Mrs. Tulasa VPatil	16,500	0.17%
12.	Shrinivas Bhat	12,318	0.13%
13.	Susmit Kumar Datta	9,598	0.10%
	Total-B	3,456,325	35.60%
	Total (A+B)	9,707,821	100.00%

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Number/amount of equity shares proposed to be sold by selling shareholders, if any: Not Applicable^

^ Saankhya Labs or Transferor Companies Shareholders are not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration.

RESTATED CONSOLIDATED AUDITED FINANCIALS

RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS	RESTATEDCONSOLIDATED AUDITED FINANCIALS
		(Amount	in Lakhs) except otherwise stated
	Latest Stub Period for the period April 01, 2023 to September 30, 2023#	For the period ended March 31, 2023#	For the period Ended March 31, 2022#	For the period ended March 31, 2021#
Total income from operations (Net) (Operating Revenue)	5,735.26	8,516.79	10,874.53	3,704.47
Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT)	43.05(*)	-3,935.47(*)	2,767.86	-480.63
Net Profit/(Loss) before taxand extraordinaryitems	65.10	-3,723.39	3,015.63	-223.62
Net Profit / (Loss) after tax and extraordinary items	-67.02	-2,716.15	2,291.12	-200.86
Equity Share Capital	870.17	870.17	478.39	477.89
Preference Share Capital	-	-	3,685.69	3,685.69
Reserves and Surplus/Other Equity**	6,526.54	6,539.81	10,127.93	7,844.74
Net worth	7,396.71	7,409.98	14,292.01	12,008.33
Basic earnings per share (Rs.)	-0.77	-31.52	38.05	-3.34
Diluted earnings per share (Rs.)	-0.77	-31.52	23.12	-3.34
Return on net worth (%)***	-1.81%	-25.03%	17.42%	-1.69%
Net asset value per share (Rs.)****	76.19	76.33	147.22	123.70

#The Latest Stub Period financials for the period April 01, 2023 to September 30, 2023 and financials for the fiscal year ending 2023 are as per INDAS. And fiscal year ending 2022 and 2021 are as per IGAAP which is the accounting adopted by the Saankhya Labs’ management during that period.

*Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT) for Latest Stub Period financials and fiscal year ending 2023 financials includes notional RSU cost of INR 2,444.33 Lakhs and INR 2,927.34 Lakhs respectively based on issue of RSU’s during fiscal year ending 2023.

Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT) for Latest Stub Period financials and fiscal year ending 2023 financials excluding the notional RSU costs will be INR 2,487.38 Lakhs and INR -1,008.13 Lakhs respectively.

**Reserves and Surplus/Other Equity includes Securities Premium, Retained Earnings, Employee Stock Compensation Outstanding, Capital Reserves and Foreign Currency Translation Reserve.

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***Return on Net Worth is arrived based on PAT divided by Average Networth {(Opening Networth + Closing Networth)/2}.PAT is annualised for the stub period from April 01, 2023 to September 30, 2023.

****Net asset value per share is arrived based on Total Equity divided by diluted no. of shares at the period end.

	**INTERNAL RISK FACTORS **
1.	Telecom Infrastructure products market has a few large global players operating for many years and have large R&D budgets to keep up with the rapid technological changes. Saankhya Labs’ business performance may also depend on the ability to effectively adopt new technologies and ecosystems, perform research & development, and innovate in a timely manner to compete in the market.
2.	Telecommunications industry is dynamic and continues to evolve based on the external environment including macro-economic and geo-political factors, technological advances, consumer demand, global supply chain dynamics, etc. which can impact the financial condition, growth prospects and operations of Saankhya Labs.
3.	Saankhya Lab’s success depends in large part upon our highly skilled technology professionals and our ability to attract skilled workforce, train employees and manage attrition.
4.	Saankhya Lab’s performance may be affected by potential lawsuits and litigation involving its intellectualpropertyrelatedmatters.
5.	Catastrophic events such as further phases of COVID-19, could materially impact the financial conditionand operations ofSaankhyaLabs.
6.	Any security or privacy breaches, data leaks, or unauthorized tampering could have a material adverse effect on the business, financial condition, and/or operations of Saankhya Labs.
7	Saankhya Labs’ revenues are concentrated with top ten customers accounting for operating revenue of 95.4% for the fiscal year ended March 31, 2023.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against the Transferor Company 1 and					amount involved
Name of Entity	Criminal Proceedi ngs	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters	Mater ial Civil Litiga tions	Aggregate amount involved (Rs in crores)
Transferor Company 1
By the Transferor Company 1	NIL	6	1	NIL	1	Tax Litigation amount of INR 7.86 cr Statutory or Regulatory Proceeding amount of INR 0.63 cr Material Civil Litigations – NA*

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Against the Transferor Company 1	NIL	NIL	NIL	NIL	NIL	NIL
Directors
By our Directors	NIL	NIL	NIL	NIL	NIL	NIL
Against the Directors	NIL	NIL	NIL	NIL	NIL	NIL
Promoters
By Promoters	NIL	Direct Tax – 40# Indirect Tax – 5	70	NIL	1	Statutory or Regulatory Proceeding amount of INR 21.44cr Material Civil Litigation amount of INR 38.21 cr Indirect Tax Litigation amount of INR 54.43cr
Against Promoters	NIL	Direct Tax – 14 # Indirect Tax – 2	NIL	NIL	2	Material Civil Litigation amount of INR 3.87 cr Indirect Tax Litigation amount of INR 14.97cr
Subsidiaries
By Subsidiaries	NIL	NIL	NIL	NIL	NIL	NIL
Against Subsidiaries	NIL	NIL	NIL	NIL	NIL	NIL

• The Material Civil Litigations pertains to Patent related matter and will not result in any tax liability against the Transferor Company 1.

These direct tax litigations will not result in any tax liability against the Company

B. Brief details of top 6 material outstanding litigations by the Transferor Company 1 and amount involved

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	Sr. No.	Particulars	Litigation filed by	Current status	Amount involved (INR Crores)
	1.	Demand issued by Additional / Joint / Deputy / Assistant Commissioner of Income Tax/ Income-tax Officer, National e- Assessment Centre for AY 2018-19 for disallowance of Carry forward losses under Section 79 of Income Tax Act which is under appeal before CIT (Appeals)*	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	4.80
	2.	Demand issued by Assistant Commissioner of Commercial Taxes (Enf-10) for variance in input credit claimed between GSTR-3B and GSTR- 2A	Saankhya Labs Private Limited	Pending before JOINT COMMISSIONER OF COMMERCIAL TAXES	1.41
	3.	Demand issued by Deputy Director on Income Tax for variance in TDS credit in Form 26AS, which is under appeal before CIT (Appeals)	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	0.91
	4.	Demand issued by Registrar of Companies, Bangalore for non- compliance of section 135. Suo moto application filed with ROC under section 135	Saankhya Labs Private Limited	Pending before REGIONAL DIRECTOR	0.63
	5.	Demand issued by Deputy Commissioner of Income tax rejecting DCF method adopted and considering NAV. Hence Share premium received is added back as income from other sources under Section 56(2)(viib), which is	Saankhya Labs Private Limited	Pending before COMMISSIONER OF INCOME TAX (Appeals)	0.46

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==> picture [470 x 154] intentionally omitted <==

----- Start of picture text -----

under appeal before
CIT (Appeals)
Demand issued by
Deputy
Commissioner of
Commercial Taxes
Pending before
for variance in input Saankhya Labs Private
6. Appellate 0.28
claimed between Limited
Authority
GSTR -3B and
GSTR-2A, which is
pending under appeal

----- End of picture text -----*

*Transferor Company 1 is eligible for tax refund of Rs. 45.61 Lakhs for the AY 2018-19 and Rs. 148.19 Lakhs for the AY 2020-21. However, the same was withheld against the above orders.

** Transferor Company 1 has made pre-deposit of Rs. 34.33 Lakhs in the AY 2022-23.

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any : Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

ANY OTHER IMPORTANT INFORMATION AS PER MERCHANT BANKER / SAANKHYA LABS

Nil

DECLARATION BY THE TRANSFEROR COMPANY 1

We hereby declare that all relevant provisions of the Companies Act , 1956, the Companies Act, 2013 and the Guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and Part-E of Schedule VI of the SEBI (ICDR) Regulations, 2018, to the extent applicable, has been complied and no statement made in this document is contrary to the provisions to the said SEBI Circular and SEBI Regulations. We further certify that all statement in this Abridged Prospectus is true and correct.

For Saankhya Labs Private Limited

Sd/-

N R Ravikrishnan Authorised Signatory

Date: December 20, 2023 Place: Bengaluru

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Annexure XI

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THIS DOCUMENT CONTAINS INFORMATION PERTAINING TO THE UNLISTED ENTITY “SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED” (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 2” or “ SSE” OR “UNLISTED COMPANY 2”) AND THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 INVOLVING SAANKHYA LABS PRIVATE LIMITED (HEREINAFTER CALLED “THE TRANSFEROR COMPANY 1” or “ SAANKHYA LABS ” OR “UNLISTED COMPANY 1” ) AND SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED WITH TEJAS NETWORKS LIMITED (“Tejas” or “Transferee Company”) AND THEIR RESPECTIVE SHAREHOLDERS.

THIS ABRIDGED PROSPECTUS HAS BEEN PREPARED IN TERMS OF THE REQUIREMENTS SPECIFIED IN SEBI CIRCULAR NO. SEBI/HO/CFD/SSEP/CIR/P/2022/14 DATED FEBRUARY 04, 2022 (“SEBI CIRCULAR”) AND IS PREPARED PURSUANT TO REGULATION 37 OF THE SEBI (LODR) REGULATIONS, 2015 READ WITH SEBI CIRCULAR NO. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021 ("SEBI CIRCULAR") ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI").

KINDLY SCAN THE QR CODE AS PROVIDED ON THE FIRST PAGE OF THIS DOCUMENT TO DOWNLOAD THE ABRIDGED PROSPECTUS OR ALTERNATIVELY YOU CAN DOWNLOAD THE SAME FROM THE TRANSFEREE COMPANY WEBSITE AT https://tejasnetworks.com/ AND ALSO FROM THE WEBSITE OF NSE and BSE, WHERE THE SAME HAS BEEN SUBMITTED.

THIS DOCUMENT DATED DECEMBER 20, 2023 SHOULD BE READ TOGETHER WITH THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013.

THIS ABRIDGED PROSPECTUS CONTAINS 12 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

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SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED

CIN: U72900KA2020PTC136822 Date of Incorporation: 04/08/2020

Registered Office	Corporate Office	Contact Person	Email and Telephone	Website
No.3, Embassy Icon, Third Floor, Infantry Road, Bangalore KA 560001 IN	No.3, Embassy Icon, Third Floor, Infantry Road, Bangalore KA 560001 IN	Dr. Vishwakumara Kayargadde	Email: vkk@saankhyastrategi c.com Tel.: +91 80 6117 1000 +91 82778 93870	www.saankhyastrategic. com

NAME OF PROMOTER OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED Saankhya Labs Private Limited

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Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue Size (by no. of shares or by amount in Rs)	OFS Size (by no. of shares or by amount in Rs)	Total Issue Size (by no. of shares or by amount in Rs)	Issue Under 6(1)/ 6(2)	Share Reservation	Share Reservation	Share Reservation
					QIB	NII	RII
Not Applicable

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders

Name	Type	No of Shares offered/Amount in Rs	WACA in Rs per Equity	Name	Type	No of Shares offered/ Amount in Rs	WACA in Rs per Equity
Not Applicable

Price Band, Minimum Bid Lot & Indicative Timelines

Not Applicable

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

RHP
Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price - Highest Price (in Rs.)
Not Applicable

RISK IN RELATION TO THE FIRST OFFER

Not Applicable as SSE is an unlisted company and is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

DETAILS OF THE SCHEME OF AMALGAMATION

Background:

Transferor Company(s)

1. Saankhya Labs Private Limited (“ Transferor Company 1” ) is a company incorporated under the provisions of the Companies Act, 1956. The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include

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• satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

• 1. Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) is a company incorporated under the provisions of the Companies Act, 2013. The Transferor Company 2 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. The Transferor Company 2 is a wholly owned subsidiary of Saankhya Labs Private Limited (“ Transferor Company 1 ”).

Transferor Company 1 and Transferor Company 2 are collectively referred as

Transferee Company

1. Tejas Networks Limited (“Transferee Company”) is a company incorporated under the provisions of the Companies Act, 1956. The Transferee 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. The Transferee Company’s 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. The Transferee Company’s customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities.

The equity shares of the Transferee Company are listed on BSE Limited and the National Stock Exchange of India Limited.

Transferor Companies and Transferee Company are collectively referred as “Parties”.

Pursuant to the agreements dated March 30, 2022, the Transferee Company acquired 64.40 % share capital of the Transferor Company 1. Consequently, the Transferor Company 1 became a Subsidiary of the Transferee Company.

Brief details of the Scheme:

Upon effectiveness of this Scheme and with effect from the Appointed Date (as defined in the Scheme of Amalgamation) and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, all assets, rights, claims, intellectual properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferor Companies shall stand transferred to and vested in the Transferee Company as a going concern, without any further act, instrument or deed matter or thing, or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, rights, claims, intellectual

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properties, brands, trademarks, credentials, permits, contracts, liabilities, employees, loan, debentures, records, duties and obligations of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme. Consideration and Share Exchange Ratio: As per the valuation report dated September 29, 2022, share exchange ratio on proposed amalgamation will be as below: Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further application, act, consent, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Transferor Company 1, whose name is recorded in the register of members as member of the Transferor Company 1 as on the Effective Date (as defined in the Scheme of Amalgamation), as under: “For every 100 equity shares of face value of Rs. 10/- (Rupees Ten only) each held as fully paid-up in the Transferor Company 1 shall be issued 112 Equity shares of face value of Rs. 10/- (Rupees Ten only) each as fully paid-up in the Transferee Company.” Since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company. No equity shares shall be issued by the Transferee Company in respect of the shares held by the Parties inter-se and all such shares shall stand cancelled upon the Scheme becoming effective, without any further act or deed as an integral part of the Scheme. Rationale of the scheme: The Transferor Company 1 and Transferor Company 2 (“Transferor Companies”) are direct/indirect subsidiaries of the Transferee Company. It is proposed to integrate their businesses to achieve following benefits: (a) enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources; (b) achieve synergies in revenue, costs, operations, and stronger base for future growth; (c) an integrated and coordinated approach to business will allow for a more efficient allocation of capital and cash management; (d) further expand and grow all business into the international markets; (e) reduction in the multiplicity of legal and regulatory compliances currently required to be carried out by Transferor Companies and the Transferee Company; (f) consolidation of administrative and managerial functions and elimination of multiple record-keeping,_inter alia_other expenditure and optimal utilization of resources (g) adaptation of best practices and in enhancing mechanisation/ automation of various

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processes through latest technologies.

(h) Streamlining of the corporate structure; and

(i) improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry.

The amalgamation is in the interest of all the companies, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

Effect on Share capital of the Transferor Companies

Upon the effectiveness of this Scheme, the aggregate authorised share capital of the Transferor Companies as on the Effective Date will be reclassified, altered and combined with the authorised equity share capital of the Transferee Company as on the Effective Date and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees to ROC.

For further details please refer the Scheme of Amalgamation

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking any decision in relation to the Scheme. For taking any decision, investors must rely on their own examination of the Transferee Company, Transferor Companies and the Scheme including the risk involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the RHP. Specific attention of the investors is invited to the section titled "Internal Risk Factors" at page 10 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue would not be applicable as Transferor Companies are not offering any of its securities/equity shares to the Public under the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration. Also, since the Transferor Company 2 is wholly owned subsidiary of the Transferor Company 1, which will amalgamate with the Transferee Company pursuant to the Scheme, no consideration will be issued for the amalgamation of the Transferor Company 2 with the Transferee Company. Hence, the procedure with respect to the Bid-cum-Application Form, RHP and General Information Document is not applicable.

PRICE INFORMATION OF BRLM’s*

Not Applicable

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

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MERCHANT BANKER APPOINTED BY TEJAS NETWORKS LTD

SPA Capital Advisors Limited R/o- 25, C - Block, Community Centre JanakPuri, New Delhi - 110058 Tel. No.: +91 11 4567 5500, Fax No.: +91 11 2553 2644 Email: legal@spacapital.com https://www.spacapital.com/ SEBI Reg. No. MB/INM000010825

M S K A & Co. Chartered Accountants No. 23, Staywell House, Second Floor, First Main, Statutory Auditor of Saankhya Strategic Muthappa Block, Ganganagar, RT Nagar, Bangalore – Electronics Private Limited 560032, Karnataka, India. Email:carathiak@gmail.com

PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED	PROMOTERS OF SAANKHYASTRATEGIC ELECTRONICS PRIVATE LIMITED
Sr. No.	Name	Individual/ Corporate	Background of the Promoter
1.	Saankhya Labs Private Limited	Corporate	Saankhya Labs Private Limited (“Transferor Company 1”) is a company incorporated under the provisions of the Companies Act, 1956). The Transferor Company 1 is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Focus areas of the Transferor Company 1 include wireless semiconductor, telecom infrastructure, Software Defined Radio (SDR), and Cognitive Radio technologies. The Transferor Company 1 provides wireless products to telecom operators which include 5G Radio Access Network (RAN) and Network automation and management software. Broadcast radio heads and mobile receiver products of the Transferor Company 1 are designed for convergence of broadcast and telecom networks, and its satcom products include satellite IoT solutions for tracking railway locomotives and sea vessels. The Transferee Company holds 64.40% of the total outstanding equity share capital of the Transferor Company 1.

BUSINESS OVERVIEW AND STRATEGY SSE Overview

Saankhya Strategic Electronics Private Limited (SSE) is a company incorporated under the provisions of the Companies Act, 2013. SSE was founded in August 2020, by Parag Naik, Dr. Vishwakumara Kayargadde and Hemant Mallapur. SSE 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. The Transferor Company 2 is a wholly owned subsidiary of Saankhya Labs Private Limited (“ Transferor Company 1).

PRODUCT/SERVICE OFFERING

SSE licenses semiconductor IP to build wireless communication solutions for Indian Defense and paramilitary forces. SSE provides engineering services to develop advanced wireless solutions for Indian defense and paramilitary forces. SSE has experience in developing end-to-end communication systems

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using Software Defined Radio (SDR) technologies and leverages this experience to provide product development services.

REVENUE SEGMENTATION BY PRODUCT/SERVICE OFFERING

SSE generated revenue of Rs. 68.70 Lakh for the fiscal year ended March 31, 2023. 100% of the revenues were generated from the services segment.

GEOGRAPHIES SERVED:

India

REVENUE SEGMENTATION BY GEOGRAPHIES

The Domestic Turnover of SSE accounted for Rs. 68.70 Lakh and Export Turnover accounted for Rs. Nil for the fiscal year ended March 31, 2023.

KEY PERFORMANCE INDICATORS

In the last three years ended Fiscal 2023, Fiscal 2022 and Fiscal 2021, SSE has earned revenue from operations of Rs. 68.70 Lakh, Rs. 323.93 Lakh and Rs. 144.78 Lakh respectively, net profit before tax of Rs. -27.49 Lakh, Rs. 58.71 Lakh and Rs. 42.90 Lakh respectively and net profit after tax of Rs. -33.64 Lakh, 43.07 Lakh and Rs. 32.10 Lakh respectively. It has reported Return on Net Worth of -49.22%, 67.68% and 76.25% for the Fiscal 2023, Fiscal 2022 and Fiscal 2021 respectively.

CLIENT PROFILE OR INDUSTRIES SERVED:

SSE caters to clients across Defense and Telecommunication industries. Some of the key clients of SSE across these industries are Cyient Limited, Innovation communication Systems Limited and Saankhya Labs Private Limited.

REVENUE SEGMENTATION IN TERMS OF TOP 5/10 CLIENTS OR INDUSTRIES:

The two customers of SSE accounted for operating revenue of Rs 68.70 Lakh (approx.100%) for the fiscal year ended March 31, 2023.

INTELLECTUAL PROPERTY, IF ANY:

SSE has exclusive rights to use SDR technology along with the associated patents assigned from Saankhya Labs Private Limited for use in Indian defense and paramilitary market.

MARKET SHARE:

SSE’s market share in defense business is small.

Manufacturing plant, if any: Nil Employee Strength:

As on September 30, 2023, SSE has 1 employee at the organization.

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				BOARD OF DIRECTORS
	Sr. No.	Name	Designation	Experience & Educational Qualification		Other Directorships
	1	Dr. VISHWAK UMARA KAYARGA DDE (DIN- 00751260)	Executive Director	Dr Vishwa is a technology entrepreneur with over three decades of industry and research experience. He Co-founded Saankhya Labs and has been responsible for shaping and running company’s business operations. Prior to Saankhya Labs he was co-founder and CEO at Smart Yantra technologies, one of India’s first video streaming IP companies. Prior to founding Smart Yantra, he was at Philips Consumer Electronics where he contributed to the system and software architecture for a new range of digital Televisions. He holds a Ph. D. degree from Eindhoven University of Technology, The Netherlands, and M.E in ECE from Indian Institute of Science (IISc) Bangalore.		Indian Companies: 1 1. Saankhya Labs Private Limited Foreign Companies: 1 1. Saankhya Labs Inc
	2	Mr. HEMANT MALLAPU R DIN- 01056016	Executive Director	Mr. Hemant Mallapur has 26 years of industry experience in Semiconductor and System product development and engineering management. At Saankhya Labs as a Co-Founder and EVP of Engineering he is responsible for development of Broadcast and Rural Broadband products. Prior to Saankhya Labs he was one of the early members of Sage Inc which had its IPO on NASDAQ (SAGI) in 1999 and where he led the development of company’s successful IC’s for HDTV & LCD displays. Earlier he worked at Synopsys and Paxonet on ICs for Networking, PC and Graphics. He was featured in the EDN ASIA magazine for their Innovator Award in 2000. He holds 3 US patents and has co- authored 4 papers in industry conferences. He completed his B.Tech in 1992 in Electronics and Communications Engineering from College of Engineering, JNTU Hyderabad,India.		NIL
	3	Mr. PARAG NAIK BALWANT	Executive Director	Mr. Parag is a technology serial entrepreneur with over 26 years of industry experience. He co-founded Saankhya Labs and was the CTO and VP Marketing between 2007-2014. At		Indian Companies: 2 1. Saankhya Labs Private Limited 2. Vayavya Labs Private Limited

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	(DIN- 01055996)		Saankhya Labs he has been the CEO since April 2014. Under his leadership Saankhya has designed and successfully launched indigenous SDR chipsets and Satcom products for a variety of applications. Prior to Saankhya he co- founded Smart Yantra technologies (one of India’s first video streaming IP companies) in 2000 and Vayavya Labs (a Electronic Design Automation Company) in 2006. Early on in his career he worked on the Mission Computer hardware and software for India’s indigenous LCA Tejas and at Philips Innovation Labs as one of its early members building world’s early DTV and STB receivers. He is a named inventor on 35 US and India patents in the areas of VLSI design, CPU/SDR architecture, Digital Communications, Signal Processing and Hardware- Software Co-design/ Code generators. He holds a Bachelor’s degree in Computer Science and Engineering (1992) from Karnatak University, India.		Foreign Companies: 1 1. Saankhya Labs Inc.

OBJECTS OF THE ISSUE

Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme.

CAPITAL STRUCTURE OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED AS ON SEPTEMBER 30[th] , 2023

OBJECTS OF THE ISSUE Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offerto the public, pursuant to the Scheme.	OBJECTS OF THE ISSUE Not Applicable as Saankhya Labs is not offering any securities/equity shares through an initial public offerto the public, pursuant to the Scheme.
CAPITAL STRUCTURE OF SAANKHYA STRATEGIC ELECTRONICS PRIVATE LIMITED AS ON SEPTEMBER 30th, 2023
Equity Share Capital:
Authorised Capital	Paid-up Capital
10, 00,000 (Indian Rupees Ten Lakh) divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10 (Indian Rupees Ten) each.	10, 00,000 (Indian Rupees Ten Lakh) divided into 1, 00,000 (One Lakh) Equity Shares of Rs. 10 (Indian Rupees Ten) each.

SHAREHOLDING PATTERN PRIOR TO THE SCHEME

SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME	SHAREHOLDING PATTERN PRIOR TO THE SCHEME
Sr. No.	Name of the Shareholders	Pre- Issue Number of Shares	% Holding of Pre- issue
	Promoter & Promoter Group
1.	SaankhyaLabsPrivateLimited	99,999	99.999%
2.	Mr. Parag Naik Balwant*	1	0.001%
	**Total-A **	1,00,000	100.000%
	Public/Other than Promoters
1.	NA	-	-
	Total-B	-	-
	Total (A+B)	1,00,000	100.000%

* Parag Naik holds 1 share as Nominee shareholder of Saankhya Labs Private Limited .

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Number/amount of equity shares proposed to be sold by selling shareholders, if any: Not Applicable^

^ Saankhya Labs or Transferor Companies Shareholders are not offering any securities/equity shares through an initial public offer to the public, pursuant to the Scheme. This is only allotment of Transferee Company’s shares to the shareholders of Transferor Company 1 (other than Transferee Company itself) pursuant to the Scheme of Amalgamation without any cash consideration.

RESTATED CONSOLIDATED AUDITED FINANCIALS

RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS	RESTATED CONSOLIDATED AUDITED FINANCIALS
		(Amount in Lakh) except otherwise stated For the period ended 31st March 2023# For the period ended 31st March 2022# For the period ended 31st March 2021# 68.70 323.93 144.78 -40.46 33.71 17.89 -27.49 58.71 42.90 -33.64 43.07 32.10 10.00 10.00 10.00 41.52 75.17 32.10 51.52 85.17 42.10 -33.64 43.07 32.10 -33.64 43.07 32.10 -49.22% 67.68% 76.25% 51.52 85.17 42.10
	Latest Stub Period for the period 01stApril, 2023 to 30th September, 2023#	For the period ended 31st March 2023#	For the period ended 31st March 2022#	For the period ended 31st March 2021#
Total income from operations (Net) (OperatingRevenue)	-	68.70	323.93	144.78
Net Profit/(Loss) before Interest and tax and extraordinary items (EBIT)	-8.75	-40.46	33.71	17.89
Net Profit/(Loss) before tax and extraordinaryitems	-3.31	-27.49	58.71	42.90
Net Profit / (Loss) after tax and extraordinary items	-5.18	-33.64	43.07	32.10
Equity Share Capital	10.00	10.00	10.00	10.00
Reserves and Surplus/Other Equity*	36.33	41.52	75.17	32.10
Net worth	46.33	51.52	85.17	42.10
Basic earnings per share (Rs.)	-5.18	-33.64	43.07	32.10
Diluted earnings per share (Rs.)	-5.18	-33.64	43.07	32.10
Returnon net worth(%)**	-21.18%	-49.22%	67.68%	76.25%
Net asset value per share (Rs.)***	46.33	51.52	85.17	42.10

#The Latest Stub Period financials for the period 01st April, 2023 to 30th September, 2023 and financials for the fiscal year ending 2023 are as per INDAS. And fiscal year ending 2022 and 2021 are as per IGAAP which is the accounting adopted by the SSE’s management during that period.

*Reserves and Surplus/Other Equity includes Securities Premium, Retained Earnings, Employee Stock Compensation Outstanding, Capital Reserves and Foreign Currency Translation Reserve.

**Return on Net Worth is arrived based on PAT divided by Average Networth {(Opening Networth + Closing Networth)/2}. PAT is annualised for the stub period from 01st April, 2023 to 30th September, 2023

***Net asset value per share is arrived based on Total Equity divided by diluted no. of shares at the period end.

INTERNAL RISK FACTORS

INTERNAL RISK FACTORS	INTERNAL RISK FACTORS
1.	Defence projects are complex with a long R&D cycle. SSE’s business performance may depend on the ability to perform research and development, to effectively adopt new technologies and to changing ecosystems and to innovate in a timely manner to compete in the market.
2	Delays in Tender or award of contracts to supply SDR Radios by Indian Defence could delay SDR IP License royalty income of SSE.
3.	SSE’s success depends in large part upon highly skilled technology professionals and our ability to attract skilled workforce, train employees and manage attrition

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4.	Catastrophic events such as further phases of COVID-19, could materially impact the financial condition and operations of SSE.
5.	Any security or privacy breaches, data leaks, or unauthorized tampering could have a material adverse effect on the business, financial condition, and/or operations of SSE.
6.	SSE’s performance may be affected by potential lawsuits and litigation involving its intellectual property related matters.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against the Transferor Company 2 and					amount involved
Name of Entity	Criminal Proceedi ngs	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters	Mater ial Civil Litiga tions	Aggregate amount involved (Rs in crores)
Transferor Company 2
By the Transferor Company 2	NIL	NIL	NIL	NIL	NIL	NIL
Against the Transferor Company 2	NIL	NIL	NIL	NIL	NIL	NIL
Directors
By our Directors	NIL	NIL	NIL	NIL	NIL	NIL
Against the Directors	NIL	NIL	NIL	NIL	NIL	NIL
Promoters
By Promoters	NIL	6	1	NIL	1	Tax Litigation amount of INR 7.86 cr Statutory or Regulatory Proceeding amount of INR 0.63 cr Material Civil Litigations - NA
Against Promoters	NIL	NIL	NIL	NIL	NIL	NIL
Subsidiaries
By Subsidiaries	Not Applicab le	Not Applicable	Not Applicable	Not Applicable	Not Applic able	Not Applicable

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Against Subsidiaries	Not Applicab le	Not Applicable	Not Applicable	Not Applicable	Not Applic able	Not Applicable

B. Brief details of top 5 material outstanding litigations by the Transferor Company 2 and amount involved

Sr. No.	Particulars	Litigation filed by	Current status	Amount involved
NIL	NIL	NIL	NIL	NIL

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any : Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

ANY OTHER IMPORTANT INFORMATION AS PER MERCHANT BANKER / SAANKHYA LABS

Nil

DECLARATION BY THE TRANSFEROR COMPANY 2

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the Guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and Part-E of Schedule VI of the SEBI (ICDR) Regulations, 2018, to the extent applicable, has been complied and no statement made in this document is contrary to the provisions to the said SEBI Circular and SEBI Regulations. We further certify that all statement in this Abridged Prospectus is true and correct.

For Saankhya Strategic Electronics Private Limited

Sd/-

N R Ravikrishnan Authorised Signatory

Date: December 20, 2023 Place: Bengaluru

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Annexure XII

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Annexure XIII

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Annexure XIV

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Annexure XV

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Annexure XVI

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE TRANSFEREE COMPANY, ITS PROMOTERS AND DIRECTORS

• A) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against transferee Company (as on December 15, 2023)

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Sr Court / Amount
No. Tribunal Parties Brief Summary (in Rupees) Current Status
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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
1	Commercial Court Pondicherry	Dharmalingam vs Tejas Networks Limited (“Tejas”)	Tejas had entered into a Lease Agreement with the Plaintf. Further, Tejas vacated the premises. However, the Plaintf claimed that certain rental amount is stll payable by Tejas. Hence, Plaintf is seeking recovery of rental amount for the year 2011 to 2015 based on the minutes of the meetng dated 18.08.2018 and the amount inclusive of interest is approximately about 63,00,000/-	63,44,927	Next hearing date – January 09, 2024
2	MSME Facilitaton Council, Chandigarh	RACOMM vs Tejas	GAIL INDIA had issued a Tender which was awarded to Tejas. Further, Tejas and RACOMM entered into a Teaming Agreement for performance of the Tender. The payment terms in the tender were on back-to-back basis. Further, due to non-performance by RACOMM, GAIL INDIA held certain payments. Resultantly Tejas terminated the Teaming Agreement with RACOMM. Now, RACOMM has fled a claim for principle amount of INR 2,07,32,757/- along with interest of INR 1,16,32,429/-	3,23,65,186	Mater to be listed
3	Supreme Court	Department of Central Excise and Service tax vs Tejas	Excise department has issued order confrming to include sofware value in hardware to discharge excise duty.	42,92,39,209	Appeal fled. Next hearing is yet to be scheduled.
4	CESTAT, Chennai	Department of Central Excise and Service tax vs Tejas	Excise department has issued order confrming to include sofware value in hardware to discharge excise duty. Old SCNs got converted in to order afer adjudicaton	3,31,50,366	Appeal fled. Next hearing is yet to be scheduled.
5	Commissioner of CGST, Bangalore	Department of Central Excise and Service tax vs Tejas	AED is applicable on EHTP supplies to our own units	8,11,73,010	Hearing held on March 31, 2021. Awaitng order.

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No. Tribunal Parties Brief Summary (in Rupees) Current Status
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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
6	CESTAT, Bangalore	Asst. Commissioner, Import Assessment (PAG), ACC Bengaluru vs Tejas	The company received a show cause notce from ACC, Bengaluru, to show cause the reason for classifcaton of item declared under Bills of Entry No. 7296053 dt. 29.01.2022 under CTH 8517 79 90 and why should not reclassifed under CTH 8517 62 90 with applicable duty liability etc.,	1,70,553	Appeal fled. Next hearing is yet to be scheduled.
7	Asst. Commissioner, Central Tax, SD- 7, Bengaluru	Asst. Commissioner, Central Tax, SD-7, Bengaluru vs Tejas Networks Limited	Input tax credit is disallowed on tme barred invoices/ineligible inputs and tax on notce period recovery	6,17,480	Appeal fled. Next hearing is yet to be scheduled.
8	Deputy Commissioner of Commercial Taxes (Audit) - 4.6 Bengaluru	Deputy Commissioner of Commercial Taxes (Audit) - 4.6 Bengaluru vs Tejas	SHOW CAUSE NOTICE U/s 73(1) OF THE GST ACT, 2017 issued in respect of Audit Para of AUDIT REPORT issued in Form GST ADT-02 demanding GST on; 1. Inward supply of services from distnct person registered in other states having same PAN i.e. GST on Services received by the HO from its branches - (.4.87 Cr.)<br>2. Services received from URP –<br>Referral Pay i.e. GST demanded on<br>referral bonus paid to employees<br>- (.0.03 Cr.) 3. Goods sent for job work during pre-GST i.e. GST demanded on the value of goods sent on Job work as declared in Tran-1 return - (`.0.10 Cr.)	14,89,14,122	Writen objectons fled
9	Senior Joint Commissioner of Revenue, Kolkata	Senior Joint Commissioner of Revenue, Kolkata vs Tejas	SHOW CAUSE NOTICE u/s- 73(1) of the CGST Act 2017/ WBGST Act 2017 dated 02.12.2023 for short payment arising out of mismatch in payment of tax, under IGST, Cess, CGST and SGST head, (return fled for the F.Y. 2018-19	8,13,287	Tejas has submited its reply.
10	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	Writ appeal against order dated 24- Apr-2015 in WP no7004/2014	NA	Next hearing fxed on March 19, 2024.
11	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	The Department has fled an appeal against the MP order challenging the setng aside of disallowance u/s 35(2AB) by following the decision of HC in WP no. 7004/2014 since the disallowance is a subject mater of W.A. no. 2473/2015 (Double bench) before the Hon'ble HC.	69,02,92,500	Next hearing fxed on June 03, 2024.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
12	High Court of Karnataka	Deputy Commissioner of Income tax vs Tejas	The Department has fled an appeal against the ITAT order challenging the setng aside of disallowance u/s 35(2AB) by following the decision of HC in WP no. 7004/2014 since the disallowance is a subject mater of W.A. no. 2473/2015 (Double bench) before the Hon'ble HC.	69,02,92,500	Next hearing fxed on June 03, 2024.
13	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 296/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
14	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 468/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
15	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 1119/Bang/2015) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	5,45,40,862	Next hearing is yet to be scheduled.
16	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 621/Bang/2016) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,88,31,525	Next hearing fxed on February 29, 2024.
17	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 694/Bang/2016) dt. 09th Feb 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,88,31,525	Next hearing fxed on February 29, 2024.

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18	High Court of Karnataka	Principal Commissioner of Income Tax vs Tejas	The Department has fled an appeal against the ITAT order (bearing appeal no. IT(TP)A. 205/Bang/2018) dt. 31st May 2022 wherein the Hon'ble ITAT has ordered AO to restrict the guarantee commission to 0.5% instead of 3% calculated as per TP order.	4,03,14,755	Next hearing is yet to be scheduled.
19	Special Court of economic ofences	(cc/139/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	Department has fled complaint against the company, Sanjay, and Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	High court has ordered the stay of further proceeding in pursuance of impuned order dated 10-12- 2019. Stay is contnued tll next date of hearing. Next date of hearing is not fxed.
20	Special Court of economic ofences	(cc/140/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	High court has ordered the stay of further proceeding in pursuance of impuned order dated 15-06- 2018. Stay is contnued tll next date of hearing. Next date of hearing is not fxed.
21	Special Court of economic ofences	(cc/155/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the Company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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22	Special Court of economic ofences	(cc/156/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
23	Special Court of economic ofences	(cc/157/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
24	Special Court of economic ofences	(cc/158/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
25	Special Court of economic ofences	(cc/159/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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Sr No.	Court / Tribunal	Partes	Brief Summary	Amount (in Rupees)	Current Status
		(cc/160/18)	Department has fled complaint
26	Special Court of economic ofences	The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	against the company, Sanjay and Venkatesh Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
27	Special Court of economic ofences	(cc/161/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
28	Special Court of economic ofences	(cc/162/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3)Murali R	Department has fled complaint against the company, Sanjay, and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
29	Special Court of economic ofences	(cc/163/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

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30	Special Court of economic ofences	(cc/164/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
31	Special Court of economic ofences	(cc/165/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Murali R	Department has fled complaint against the company, Sanjay and Murali before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.
32	Special Court of economic ofences	(cc/166/18) The Income Tax Department vs 1) Tejas Networks Limited 2) Sanjay Nayak 3) Venkatesh Gadiyar	Department has fled complaint against the company, Sanjay and Gadiyar before the Hon'ble special court for economic ofenses (Appeal nos. cc139/18 to cc140/18 and cc155/18 to cc166/18). Appeal is fled by the company against this before Hon'ble High Court. The High Court has stayed the sancton order passed u/s 279(1)	NA	Interim stay granted. Next date of hearing is not fxed.

• B) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against promoters of the Transferee Company (as on December 15, 2023) - Nil

• C) Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against Director of the Transferee Company (as on December 15, 2023) - Nil

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