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Tejas Networks Limited — Proxy Solicitation & Information Statement 2025
Oct 20, 2025
59061_rns_2025-10-20_1f7e55f5-88a9-4437-a374-6d89602aab4c.pdf
Proxy Solicitation & Information Statement
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October 20, 2025
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: Notice of Postal Ballot
This is further to our letter dated September 15, 2025 informing about the appointment of Dr. Randhir Thakur as an Additional Director (Non-Executive and Non-Independent Director) of the Company w.e.f. September 15, 2025.
In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Postal Ballot (‘Notice’) dated October 17, 2025, for seeking approval of the Shareholders by way of Ordinary Resolution as detailed below:
| of Resolution | Ordinary Resolution |
|---|---|
| ulars | Appointment of Dr. Randhir Thakur_(DIN: 9154242)_as a Dire (Non-Executive, Non-Independent)of the Company |
In compliance with the applicable circulars issued by the Ministry of Corporate Affairs, the Postal Ballot Notice is being sent to the Shareholders’ of the Company who have registered their email addresses with the Company/Depositories and whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, October 17, 2025 (‘Cut-off date’), through electronic mode only. Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope, are not being sent to the Members for this Postal Ballot.
The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to the Members. The remote e-voting period commences on Friday, October 24, 2025, from 9:00 a.m. (IST) and ends on Saturday, November 22, 2025, at 5:00 p.m. (IST) . The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on the Cut-off date.
The communication of assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting is provided in the ‘Notes’ section to the Notice.
The Notice is available on the website of the Company at https://www.tejasnetworks.com and on the website of NSDL at www.evoting.nsdl.com
Kindly take the above information on record.
Yours sincerely For Tejas Networks Limited
Digitally signed by ANANTHA ANANTHA MURTHY MURTHY NARAYANA NARAYANA Date: 2025.10.20 15:29:55 +05'30'
Anantha Murthy N Company Secretary & Compliance Officer
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Notice of Postal Ballot
Notice of Postal Ballot | 1
Tejas Networks Limited
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Tejas Networks Limited CIN: L72900KA2000PLC026980 Regd. Office: J P Software Park, Plot No. 25, Sy. No. 13, 14, 17, 18 Konnapana Agrahara Village, Begur Hobli, Bengaluru - 560100, Karnataka, India Tel: + 91 80 4179 4600 | Fax:+91 80 2852 0201 Website: www.tejasnetworks.com | email: [email protected]
NOTICE OF POSTAL BALLOT
VOTING STARTS ON VOTING ENDS ON Friday, October 24, 2025 at 9:00 a.m. (IST) Saturday, November 22, 2025 at 5:00 p.m. (IST)
Dear Members,
NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“ Act ”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), that a resolution seeking approval for the appointment of Dr. Randhir Thakur, (DIN: 09154242) as a Director (Non-Executive, Non-Independent) of the Company, is proposed to be passed as an Ordinary Resolution by the Members of Tejas Networks Limited (“ Company ”) through Postal Ballot by voting through electronic means (“ remote e-voting ”) only.
In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The communication of assent or dissent of the Members would take place only through the remote e-voting system. If your e-mail address is not registered with the Company / Depositories, please follow the process provided in the Notes, to receive this Postal Ballot Notice.
An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the Ordinary Resolution setting out the material facts and reasons thereof, is appended to this Notice.
The Board of Directors of your Company has appointed Mr. V Sreedharan (FCS No. 2347; CP No. 833) or in his absence Mr. Pradeep B. Kulkarni (FCS 7260; CP 7835) of M/s. V. Sreedharan & Associates, Practicing Company Secretaries, Bengaluru, as the Scrutinizer (“the Scrutinizers”) for conducting the Postal Ballot only through the remote e-voting process and for scrutinizing the votes cast therein, in a fair and transparent manner.
The remote e-voting period commences from 9.00 a.m. (IST) on Friday, October 24, 2025 , and ends at 5:00 p.m. (IST) on Saturday, November 22, 2025. The remote e-voting will be disabled by NSDL thereafter.
The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced within 2 working days from the conclusion of e-voting i.e., on or before Tuesday, November 25, 2025.
The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.tejasnetworks.com and on the website of National Securities Depository Limited (“ NSDL ”) https://www.evoting.nsdl.com/.
Notice of Postal Ballot | 2
Tejas Networks Limited
SPECIAL BUSINESS
1. Appointment of Dr. Randhir Thakur (DIN: 9154242) as a Director (Non-executive, Non-independent) of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT Dr. Randhir Thakur (DIN : 9154242), who was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from September 15, 2025 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Companies Act, 2013 (“Act”) read with Article 45 of the Articles of Association of the Company and the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and who is eligible for appointment, and who has consented to act as a Director of the Company, and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director (Non-executive, Non-Independent) of the Company, liable to retire by rotation.”
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors / Executives of the Company, to give effect to the aforesaid resolution.”
Notes:
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The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and the Rules made thereunder, along with details in terms of Regulation 36(3) of the SEBI Listing Regulations, each as amended, setting out the material facts and necessary disclosures pertaining to the aforesaid Resolution is annexed hereto and forms part of the Notice.
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In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members or Register of Beneficial Owners as received from the Depositories / MUFG Intime India Private Limited, the Company’s Registrar and Transfer Agents (“ RTA ”) as on Friday, October 17, 2025 (“ Cut-off date ”) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants (“ DP ”) or who will register their email address in accordance with the process outlined in this Notice. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The voting rights shall be reckoned on the paid-up value of shares registered in the name(s) of the Member(s) as on the Cut-Off date. A person who is not a Member as on the Cut-Off date, should treat this Notice for information purposes only.
If your e-mail address is not registered with the Company / RTA / Depositories / DPs, you may register your email ID, by following the procedure outlined below, (i) to receive this Postal Ballot Notice, (ii) for procuring the User ID and Password, and (iii) to enable voting on the resolutions set out in this Notice.
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a. In case the shares are held in physical mode, please provide Folio Number, 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 [email protected].
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b. In case the shares are held in demat mode, please provide DP ID and Client ID (16 digit DP ID + Client ID 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 [email protected]. If you are an Individual Shareholder holding securities in
demat mode, you are requested to refer to the login method explained at Step 1 (A) below, i.e., Login method for e-Voting for Individual Shareholders holding securities in demat mode.
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c. Alternatively, Shareholders / Members may send a request to [email protected] for procuring User ID and Password, for e-voting by providing above mentioned documents.
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d. 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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Members may note that this Postal Ballot Notice will also be available on the Company’s website www.tejasnetworks.com, websites of the Stock Exchanges where the Equity Shares of the Company are listed i.e., BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com and on the website of NSDL www.evoting.nsdl.com.
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Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection by the Members at the Registered Offce of the Company during business hours on all working days, until the last date of remote e-voting.
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The Resolution as stated in the Notice, if approved by the Members with requisite majority, shall be deemed to have been passed as on the last date of remote e-voting i.e., Saturday, November 22, 2025 .
6. The instructions for remote e-voting are as under:
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i. In compliance with the provisions of Sections 108 and 110 of the Act, Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, MCA Circulars and 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 Members are provided with the facility to cast their vote electronically through the remote e-voting services provided by NSDL on the resolution set forth in this Notice.
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ii. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up Equity Share capital of
Notice of Postal Ballot | 3
Tejas Networks Limited
the Company as on Cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only. The remote e-voting period commences from 9:00 a.m. (IST) on Friday, October 24, 2025, and ends at 5:00 p.m. (IST) on Saturday, November 22, 2025. The e-voting module shall be disabled by NSDL thereafter. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.
- iii. The details of the process and manner for remote e-voting are explained herein below:
The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-voting system
A) Login method for remote e-voting for Individual shareholders holding securities in dematerialized mode
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-voting facility provided by Listed Companies”, e-voting process has been enabled to all the individual dematerialized account holders, by way of single login credential, through their dematerialized accounts/websites of Depositories/DPs to increase the effciency of the voting process. Individual dematerialized account holders would be able to cast their vote without having to register again with the e-voting service provider (“ ESP ”) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
Login method for Individual shareholders holding Securities in dematerialized mode is given below:
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Type of shareholders Login Method
1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and
generate OTP. Enter the OTP received on registered email id/mobile number and click on login.
After successful authentication, you will be redirected to NSDL Depository site wherein you
can see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either
on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial
Owner ” icon under “ Login ” which is available under ‘IDeAS’ section, this will prompt you to
enter your existing User ID and Password. After successful authentication, you will be able to
see e-Voting services under Value added services. Click on “ Access to e-Voting ” under e-Voting
services and you will be able to see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is available at
Individual Shareholders holding https://eservices.nsdl.com. Select “ Register Online for IDeAS Portal ” or click at
Securities in dematerialized mode https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
with NSDL 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e.
your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
5. 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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Notice of Postal Ballot | 4
Tejas Networks Limited
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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 and New System Myeasi Tab and then enter your existing Myeasi username and password.
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After successful login, the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-voting service provider for casting vote during the remote e-voting period. Additionally, there are links
Shareholders holding Securities in provided to access the system of all e-Voting Service Providers, so that the user can visit the
dematerialized mode with CDSL e-Voting service provider’s website directly.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login and New System Myeasi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from an e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
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You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility.
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Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option,
Individual Shareholders (holding you will be redirected to NSDL/CDSL Depository site. After successful authentication, you can
Securities in dematerialized mode) see e-voting feature.
login through their DPs 3. Click on options available against the 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.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID / Forgot Password option available at respective website.
Helpdesk for Individual Shareholders holding securities in dematerialized mode for any technical issues related to login through Depository i.e., NSDL and CDSL.
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Login type Helpdesk details
Securities held with NSDL Please contact helpdesk by sending a request at [email protected] or call at +91 22 4886 7000
Please contact helpdesk by sending a request at [email protected] or contact at
Securities held with CDSL
Toll Free No. 1800-21-09911
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B) Login method for e-voting for shareholders other than Individual shareholders holding securities in dematerialized mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, Password / OTP and a verification code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e., IDeAS, you can login at https://eservices.nsdl.com with your existing IDeAS login. Once you login to NSDL e-services after using your login credentials, click on e-voting and you can proceed to Step 2 i.e., Cast your vote electronically.
Notice of Postal Ballot | 5
Tejas Networks Limited
- Your User ID details are given below:
Manner of holding shares i.e., Dematerialized mode Your User ID is: (NSDL or CDSL) or Physical form 8 Character DP ID followed by 8 Digit Client ID a) For Members who hold shares in demat account with NSDL. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
16 Digit Beneficiary ID
b) For Members who hold shares in demat account with CDSL. For example, if your Beneficiary ID is 12** then your user ID is 12** EVEN Number followed by Folio Number registered with the Company For c) For Members holding shares in Physical form. example, if EVEN is 123456 and Folio Number is 001 then user ID is 123456001
For example, if your Beneficiary ID is 12** then your user ID is 12**
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
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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.
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c) How to retrieve your ‘initial password’?
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(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 from NSDL in your mailbox from [email protected]. Open the e-mail 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’.
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(ii) If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose e-mail IDs are not registered.
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If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:
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(a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com/
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(b) “ Physical User Reset Password? ” (If you are holding shares in physical form) option available on https://www.evoting.nsdl.com/
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(c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number / folio number, PAN, name and registered address.
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(d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, home page of e-voting will open.
Step 2: Cast your vote electronically on NSDL e-voting system.
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How to cast your vote electronically on NSDL e-voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
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Select “EVEN” of Company, which is 137425 for which you wish to cast your vote during the remote e-voting period.
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Now you are ready for e-voting as the voting page opens.
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Cast your vote by selecting appropriate options i.e., assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number from depository.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
- Institutional/Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders can also upload their Board Resolution/Power of Attorney/Authority Letter, etc. by clicking on “ Upload Board Resolution / Authority Letter ” displayed under “ e-Voting ” tab in their login.
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Tejas Networks Limited
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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 https://www.evoting.nsdl.com/ to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (“ FAQs ”) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com/. For any grievances connected with facility for e-voting, please contact Mr. Falguni Chakraborty, Deputy Manager, T301, 3rd Floor, Naman Chambers, G Block, Plot No - C-32, Bandra Kurla Complex, Bandra East, Mumbai - 400051, e-mail: [email protected], contact at: +91 22 4886 7000.
By Order of the Board of Directors
Bengaluru, October 17, 2025
Sd/- Anantha Murthy N Company Secretary Membership No. ACS 17134
Registered Office:
J P Software Park, Plot No. 25 Sy. No. 13, 14, 17, 18 Konnapana Agrahara Village Begur Hobli, Bengaluru-560100 Karnataka, India
EXPLANATORY STATEMENT
Pursuant to Sections 102 (1) and 110 of the Companies Act, 2013 (“the Act”)
The following Explanatory Statement sets out all material facts relating to the business mentioned under Resolution 1 of the accompanying Notice along with the disclosures as required under Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings:
Item No. 1
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Dr. Randhir Thakur (DIN: 9154242) as an Additional Director (Non-Executive, Non-Independent) of the Company effective September 15, 2025, liable to retire by rotation. The said appointment is subject to the approval of the Shareholders at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, as provided for under Regulation 17(1C) of SEBI Listing Regulations.
Based on the skills, experience and expertise in understanding of the business dynamics, expertise in R&D field, the Board, based on the recommendation of the Nomination and Remuneration Committee, has determined that the appointment of Dr. Randhir Thakur, would be beneficial to the Company.
Dr. Randhir Thakur, for the offce of Director. Dr. Randhir Thakur has furnished required declarations to the Company and has confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164 of the Act and is not debarred to hold the offce of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. There is no inter-se relationship between him and any other member of the Board and other Key Managerial Personnel of the Company. In the opinion of the Board, Dr. Randhir Thakur fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the SEBI Listing Regulations. Further details of Dr. Thakur have been furnished in the Annexure to this Notice.
Dr. Randhir Thakur is interested in the Resolution relating to his appointment. None of the other Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company, in the Ordinary Resolution set out at Item No. 1 of this Notice.
Accordingly, the Board recommends the Ordinary Resolution set out at Item No. 1 of this Notice, for approval by the Members.
The Company has received a Notice in writing from a Member, in terms of Section 160(1) of the Act, proposing the candidature of
By Order of the Board of Directors
Sd/-
Anantha Murthy N
Bengaluru, October 17, 2025
Company Secretary Membership No. ACS 17134
Registered Office:
J P Software Park, Plot No. 25 Sy. No. 13, 14, 17, 18 Konnapana Agrahara Village Begur Hobli, Bengaluru-560100 Karnataka, India
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Tejas Networks Limited
Annexure
Details of Director seeking appointment
[In pursuance of Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings]
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Name of the Director Dr. Randhir Thakur
Director Identification Number (DIN) 09154242
Date of Birth and Age 01 / 10 / 1962, 63 years
Date of first appointment on the Board September 15, 2025
Qualifications • Bachelor’s degree in Electronics and Telecommunications Engineering from the
National Institute of Technology, Kurukshetra
• Master’s degree in Electronics Engineering from the University of Saskatchewan
• Ph.D. in Electrical Engineering from the University of Oklahoma
Experience / Expertise in specific functional areas Dr. Randhir Thakur is the Chief Executive Officer and Managing Director of Tata
Electronics Limited (TEL) since April 2023 and has been on the Board of TEL, since April
2021. He has over 40 years of semiconductor industry experience in manufacturing,
R&D, and P&L management.
An IEEE Fellow since 2013, he holds more than 300 patents. His expertise includes
product development, joint ventures, M&A, process technology, and ecosystem
collaboration.
Before joining Tata Electronics, Dr. Thakur held senior roles at Intel, including President
of Intel Foundry Services and Corporate Vice President and Chief Supply Chain Officer at
Intel Corp. He has also held leadership positions at Applied Materials, SanDisk, Steag
Electronic Systems, and Micron Technology.
As per Resolution set out at Item No. 1 of this Notice read with the Explanatory
Terms and Conditions of appointment
Statement thereto
Details of Remuneration last drawn Not Applicable
Details of Remuneration sought to be paid Not Applicable
Number of Board meetings attended during the
Attended 1 Board meeting held since the date of appointment on September 15, 2025
Financial Year 2025-26
• Tata Electronics Private Limited
• Tata Electronics Products and Solutions Private Limited
Directorships held in other companies (excluding
• Tata Electronics Systems Solutions Private Limited
foreign companies)
• Tata Semiconductor Manufacturing Private Limited
• Tata Semiconductor Assembly and Test Private Limited
Listed Entities from which he has resigned as Director in past 3 years -
Memberships / Chairmanships of committees of Tata Electronics Private Limited:
other companies (excluding foreign companies) • Issue and Allotment of Securities Committee
Relationship with other Directors and KMP Nil
No. of Shares held in the Company (% to total capital) Nil
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By Order of the Board of Directors
Sd/-
Bengaluru, October 17, 2025
Anantha Murthy N Company Secretary Membership No. ACS 17134
Registered Office:
J P Software Park, Plot No. 25 Sy. No. 13, 14, 17, 18 Konnapana Agrahara Village Begur Hobli, Bengaluru-560100 Karnataka, India
Notice of Postal Ballot | 8
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