Tejas Networks Limited — Proxy Solicitation & Information Statement 2024

Jan 30, 2024

==> picture [167 x 69] intentionally omitted <==

==> picture [178 x 78] intentionally omitted <==

January 30, 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: Corrigendum to the Notice and Explanatory Statement of Meeting of the Equity Shareholders and Unsecured Creditors

This is in continuation to our intimation dated January 4, 2024 with regard to Notice of Meeting of Equity Shareholders and Unsecured Creditors of Tejas Networks Limited ( ‘Company’ ) dated December 31, 2023. As directed by BSE Limited, a Corrigendum is being issued to all the Equity Shareholders and Unsecured Creditors to whom the Notice of Meeting has been sent.

A copy of Corrigendum is enclosed herewith and uploaded on website of the Company i.e. www.tejasnetworks.com

Except as detailed in the attached Corrigendum, all other items of the Notice along with Explanatory Statement dated December 31, 2023, shall remain unchanged. Please note that on and from the date hereof, the Notice dated December 31, 2023 shall always be read in conjunction with this Corrigendum.

Kindly take the above information on record.

Yours sincerely For Tejas Networks Limited

Digitally signed by RANGACHARI RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.01.30 18:07:09 +05'30'

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

==> picture [84 x 37] intentionally omitted <==

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

Corrigendum to the Notice & Explanatory Statement for convening meeting of equity shareholders and unsecured creditors of Tejas Networks Limited pursuant to order dated December 07, 2023 of the Hon’ble National Company Law Tribunal, Bengaluru Bench

Tejas Networks Limited (“ Company ”) has issued a notice dated December 31, 2023 for convening meeting of equity shareholders and unsecured creditors of the Company (“ Meeting ”) which is scheduled to be held on Friday, February 09, 2024 at 10:00 a.m. and 11:00 a.m., respectively, through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”), to consider and approve the Scheme of Amalgamation of Saankhya Labs Private Limited (“ Transferor Company 1 ”) and Saankhya Strategic Electronics Private Limited (“ Transferor Company 2 ”) with Tejas Networks Limited (“ Company ” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”).

The Notice and Explanatory Statement of the meeting has been dispatched to the shareholders and unsecured creditors of the Company in due compliance of the order of the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ Hon’ble Tribunal ”) dated December 7, 2023.

We refer to the para 17(ii) of the Explanatory Statement to the Notice convening meeting of equity shareholders and unsecured creditors of the Company. As directed by BSE Limited, the details of the assets and liabilities of the Transferee Company post amalgamation mentioned therein are restated as follows:

Details of Assets and Liabilities of Transferee Company, pre and post amalgamation (based on September 30, 2023) are as follows:

==> picture [497 x 32] intentionally omitted <==

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

Pre amalgamation Post amalgamation
Particulars
(INR in crore) (Standalone) (INR in crore)
----- End of picture text -----*

Particulars	Pre amalgamation (INR in crore) (Standalone)	Post amalgamation (INR in crore)*
ASSETS
Non-current assets
Property, plant and equipment	138.03	143.81
Capital work in progress	2.42	2.42
Right-of-use assets	132.51	133.05

1

==> picture [84 x 37] intentionally omitted <==

Goodwill	-	211.81
Intangible assets	127.00	326.29
Intangible assets under development	198.81	221.53
Financial assets
i. Investments	294.81	17.81
ii. Trade receivables	37.96	37.96
iii. Other financial assets	9.94	10.07
Current tax assets (net)	51.68	57.05
Deferred tax assets (net)	134.33	125.52
Other non-current assets	32.16	43.17
Total non - current assets (A)	1,159.65	1,330.49
Current assets
Inventories	1,383.94	1,400.65
Financial assets
i. Investments	717.39	717.39
ii. Trade receivables	399.73	440.27
iii. Cash and cash equivalents	29.98	38.52
iv. Bank balances other than (iii) above	304.52	304.96
v. Other financial assets	393.53	342.25
Other current assets	339.47	341.12
Total current assets (B)	3,568.56	3,585.16
Total assets (A+B)	4,728.21	4,915.65
EQUITY AND LIABILITIES
Equity
Equity share capital	172.99	176.86
Other equity	2,880.37	3,045.49
Total equity (C)	3,053.36	3,222.35
Liabilities
Non-current liabilities
Financial liabilities
i. Lease liabilities	132.99	132.99
Provisions	1.86	2.10
Total non - current liabilities (D)	134.85	135.09
Current liabilities
Financial liabilities
i. Lease liabilities	4.36	5.00
ii. Trade payables
a. Total outstanding dues of micro enterprises and small enterprises	31.54	33.14

2

==> picture [84 x 37] intentionally omitted <==

b. Total outstanding dues of creditors other than micro enterprises and small enterprises	683.95	688.22
iii. Other financial liabilities	36.05	37.61
Provisions	16.31	17.74
Other current liabilities	767.79	776.50
Total current liabilities (E)	1,540.00	1,558.21
Total liabilities (D+E)	1,674.85	1,693.30
Total equity and liabilities (C+D+E)	4,728.21	4,915.65

*Proforma Balance sheet post amalgamation. All the assets and liabilities 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.

This Corrigendum to the Notice and explanatory statement for convening meeting of equity shareholders and unsecured creditors forms an integral part of the Notice which has already been circulated to the shareholders and unsecured creditors of the Company and on and from the date hereof, the Notice of the meeting shall always be read in conjunction with this Corrigendum.

This Corrigendum will be available on the website of BSE Limited (www.bseindia.com), the National Stock Exchange of India Limited (www.nseindia.com) and on the website of the Company (www.tejasnetworks.com). All other contents of the Notice of the meeting, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

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

3