Directors Report of Tanla Platforms Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting this 29th Integrated Annual Report on the business and operations of Tanla
Platforms Limited (''the Company'' or ''Tanla'') along with the Audited Financial Statements for the financial year ended
March 31, 2025.

Financial Results

(7 in Lakhs)

Particulars	Standalone		Consolidated
	FY25	FY24	FY25	FY24
Revenue from operations	85,402.21	1,01,212.11	4,02,772.15	3,92,779.12
Other income	30,512.94	13,766.67	4,022.41	4,263.94
Total Income	1,15,915.15	1,14,978.78	4,06,794.56	3,97,043.06
Cost of services	71,032.75	87,053.65	2,97,698.23	2,87,184.74
Operating expenses	11,327.01	10,396.48	36,588.33	32,991.03
Depreciation	825.28	765.32	9,777.43	8,526.85
Total Expenses	83,185.04	98,215.45	3,44,063.99	3,28,702.62
Profit before Tax	32,730.11	16,763.33	62,730.57	68,340.44
Less: Tax expense	1,290.32	1,504.59	12,002.29	13,508.89
Profit After Tax	31,439.79	15,258.74	50,728.28	54,831.55
Other Comprehensive Income	(196.99)	182.03	38.03	216.30
Total Comprehensive Income	31,242.80	15,440.77	50,766.31	55,047.85
Attributable to:
Shareholders of the Company	31,242.80	15,440.77	50,766.31	55,047.85
Retained earnings - opening balance	30,583.08	28,769.27	1,60,484.30	1,19,097.67
Add: Profit for the Year	31,439.79	15,258.74	50,728.28	54,831.55
Less: Dividend and dividend tax	(16,144.63)	(13,444.93)	(16,144.63)	(13,444.92)
Retained earnings - closing balance	45,878.24	30,583.08	1,95,067.95	1,60,484.30
Earnings per Share (EPS)-Basic	23.40	11.35	37.76	40.79
Earnings per Share (EPS)-Diluted	23.36	11.33	37.68	40.71

Performance Review & Company''s State of Affairs

On Standalone basis, the Revenue from Operations of the Company amounted to 785,402.21 lakhs as against 71,01,212.11
in FY24 and earned a Profit before Tax (PBT) of 732,730.11 lakhs for the FY25 as against 7 16,763.33 lakhs in the previous
year. After deducting 71,290.32 lakhs for income tax, the operations of the Company resulted in a net profit of 731,43979
lakhs for the FY25 as against 7 15,258.74 lakhs in FY24.

On Consolidated basis, the Revenue from Operations of the Company amounted to 74,02,772.15 lakhs as against
73,92,77912 lakhs in the previous FY24. Your Company has earned a PBT of 762,730.57 lakhs for the FY25 as against
768,340.44 lakhs in the previous financial year. The operations resulted in a net profit attributable to the shareholders
of the Company of 750,766.31 lakhs as against 755,04783 lakhs in the previous financial year. The performance for the
financial year 2024-25 was resilient for Tanla. The Revenue grew by 2.5%, generated over 75 Bn in free cash flow, and
crossed the 710 Bn milestone in cash reserves.

Our perseverance aimed at improving the profitability of the Company while prioritising customer success led to several
collective accomplishments during this year. The Company won the 15th Aegis Graham Bell Award for Innovation
in Telecom for our CPaaS solutions, received the Commendation Award for Corporate Governance from the Indian
Chamber of Commerce, was featured on the Roll of Honor Disclosures at CFO 100 Winning Edge and was also
recognized as the "the Best Organizations for Woman by ET Edge.

The Company declared dividend as under:

	FY25
	Dividend per share (in 7)		Dividend payout (in 7 lakhs)
First Interim Dividend	6		8,07704
Second Interim Dividend	6		8,07704
Total dividend	12		16,154.08

Considering the declaration of two interim dividends for the FY25, the Board of Directors has not recommended final
dividend for the FY25.

The Company has adopted the Dividend Distribution Policy in accordance with the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to determine the distribution of
dividends on equity shares of the Company. The dividend so declared is in accordance with the Company''s Dividend
Distribution Policy. The Dividend Distribution Policy is available on the Company''s website at https://tanla.azureedge.
net/resources/media/images/Policies/DividendDistributionPolicy.pdf

Transfer to Reserves

During the year, the Company has not transferred any amount to General Reserves on declaration of dividend.

Share Capital

During the year under review, there was no change in the authorised share capital of the Company. The authorised share
capital of the Company is T20,00,00,000/- divided into 20,00,00,000 Equity Shares of T1/- each.

However, the Issued & Paid-up Capital of the Company increased from T1344.59 lakhs to T1346.17 lakhs consequent to
the allotment of equity shares to employees of the Company under Tanla Restricted Stock Unit Plan 2021 (RSU 2021).

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange
of India Limited. The Annual Listing fee for the year 2024-25 has been paid to both the Stock Exchanges. There was no
suspension on shares of the Company during the year.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("the Listing Regulations"), the Management''s discussion and analysis is set out in this Integrated Annual Report.

Consolidated Financial Statements

During the year, the Board of Directors reviewed the affairs of the subsidiaries and prepared consolidated financial
statements (CFS) of the Company and its subsidiaries for FY25 in compliance with the provisions of Section 129(3) of the
Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with
Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The
consolidated financial statements have been prepared on the basis of audited financial statements of the Company,
its subsidiaries as approved by the respective Board of Directors. The audited CFS together with the Auditor''s Report
thereon forms part of this Integrated Annual Report.

Change in the nature of the business, if any

There is no change in the nature of the business of the Company or any of its subsidiaries during the year under review.

Material changes and commitments, affecting the financial position of the
Company

There are no material changes and commitments affecting the financial position of the Company that have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the
report.

Deposits

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of

Particulars of loans, guarantees or investments

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form
part of the Notes to the financial statements provided in this Integrated Annual Report.

Particulars of contracts or arrangements made with related parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were
in the ordinary course of business. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of
such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company and the web link is https://tanla.azureedae.net/resources/media/imaaes/Policies/Policy on materiality of
Related_Party_Transactions.pdf

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014,
the particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by
the Company during the Financial Year ended March 31, 2025 is annexed to this Board''s Report in prescribed Form AOC-
2 as Annexure 2''

Subsidiaries, Joint Ventures and Associates

On March 31, 2025, the Company has 5 subsidiaries and 14 step-down subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.

During the year under review, Karix Mobile Private Limited, wholly owned subsidiary has incorporated its wholly owned
subsidiary, PT Karix Communications Indonesia, in Indonesia on February 14, 2025.

Further, pursuant to the Share Purchase Agreement dated January 21, 2025, Karix Mobile Private Limited has completed
acquisition of 100% of the paid-up equity share capital of Gamooga Softtech Private Limited on March 24, 2025,
consequent to which Gamooga Softtech Private Limited became a step-down subsidiary of Tanla and has ceased to be
a direct subsidiary of the Company.

Tanla Digital Labs UK Private Limited, a wholly owned subsidiary of Tanla Digital Labs Private Limited and a step-down
subsidiary of Tanla, is dissolved/closed w.e.f. February 11, 2025.

Further, Karix Mobile Private Limited, wholly owned subsidiary has incorporated its subsidiary, Karix Mobile LLC, at
Kingdom of Saudi Arabia, on June 19, 2025.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the Subsidiary Companies along with the
changes occurred during the FY2024-25 is provided in Form AOC-1 as ''Annexure 1''.

In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Balance Sheet,
Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website
of the Company at https://www.tanla.com/investor-relations/annual-reports.

Directors and Key Managerial Personnel

Directors

As on March 31, 2025, the Company has seven(7) Directors with an optimum combination of Executive and Non-Executive
Directors including one woman director. The Board comprises of five Non-Executive Directors, out of which four are
Independent Directors.

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the
Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies
Act, 2013 (''Act'') or under the Listing Regulations.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company, where
the roles of CEO and Chairman are held by the same individual, is required to ensure that at least 50% of the Board of
Directors comprises independent directors. We are proud to report that we have not only complied with this requirement
but have exceeded it, reflecting our strong commitment to robust corporate governance practices. Furthermore, to
strengthen the independent oversight of the Board, we have appointed a Lead Independent Director, reinforcing our
dedication to transparency and accountability.

i. Appointment

During the year under review, based on the recommendations of Nomination and Remuneration Committee (NRC):

• Mr. Frangois Ortalo-Magne (DIN: 10801111) was appointed as Additional Directors (for Independent Director
category) of the Company by the Board on October 10, 2024, for a term of five consecutive years with effect from
October 10, 2024 to October 09, 2029 under the provisions of section 161 (1) and other applicable provisions, if any,
of the Companies Act, 2013 and his appointment was approved by the shareholders of the Company by passing
Special Resolution under Section 149 and all other applicable provisions of the Companies Act, 2013 read with
Listing Regulations through postal ballot dated January 06, 2025.

• Ms. Naiyya Saggi (DIN: 06755099) was appointed as Additional Directors (for Independent Director category) of the
Company by the Board on December 06, 2024, for a term of three consecutive years with effect from December
06, 2024 to December 05, 2027 under the provisions of section 161 (1) and other applicable provisions, if any, of the
Companies Act, 2013 and her appointment was approved by the shareholders of the Company by passing Special
Resolution under Section 149 and all other applicable provisions of the Companies Act, 2013 read with Listing
Regulations through postal ballot dated January 06, 2025.

• As on the date of this report, Mr. Sunil Ramakant Bhumralkar (DIN: 00177658) was appointed as an Additional
Director under the category of Non-Executive and Independent Director on the Board of the Company, for a term
of five consecutive years, effective from June 16, 2025, subject to approval of the shareholders of the Company
under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 read with
Listing Regulations, 2015.

The Company, on June 16, 2025, dispatched the Postal Ballot Notice to its shareholders seeking their approval
by way of a Special Resolution for the appointment of Mr. Sunil as an Independent Director of the Company. The
results of the Postal Ballot will be declared on or before July 18, 2025.

ii. Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Uday
Kumar Reddy Dasari (DIN: 00003382), Chairman & CEO of the Company, retires by rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment. The Board recommends the same to the shareholders for their
approval.

During the year under review, based on the recommendations of NRC:

• Mr. Uday Kumar Reddy Dasari (DIN: 00003382) was re-appointed as a Chairman & Chief Executive Officer
("Chairman & CEO"), by the Board at its meeting held on June 28, 2024, for a term of five(5) years w.e.f. October 01,
2024 , and the said re-appointment was approved by the shareholders of the Company at the 28th Annual General
Meeting of the Company held on July 25, 2024.

• Mr. Sanjay Kapoor (DIN: 1973450) was re-appointed as Non-Executive Non-Independent Director, by the Board at
its meeting held on June 28, 2024, for a term of two(2) years w.e.f. July 25, 2024, and the said re-appointment was
approved by the shareholders of the Company at the 28th Annual General Meeting of the Company held on July
25, 2024.

Further, the members are informed that Mr. Deepak Satyaprakash Goyal (DIN: 01755263), was appointed as Whole¬
Time Director of the Company for a period of five years with effect from September 25, 2020 at the Annual General
Meeting held on September 25, 2020 and the said term will expire on September 24, 2025. Therefore, based on the
recommendations of NRC, the Board at its meeting held on June 28, 2025 approved re-appointment of Mr. Deepak
Satyaprakash Goyal (DIN: 01755263) as an Executive Director of the Company for a further period of five(5) years i.e.
from September 25, 2025 to September 24, 2030, subject to approval of shareholders under the applicable provisions
of the Companies Act, 2013 read with Listing Regulations at ensuing Annual General Meeting of the Company.
Accordingly, resolution is being proposed in the notice of 29th AGM along with an explanatory statement thereof, for
approval of members of the Company by passing a special resolution.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 (SS-2) on General
Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be
re-appointed are provided as an annexure to the notice convening the AGM.

iii. Retirement

Ms. Amrita Gangotra (DIN: 08333492) and Mr. Rohit Bhasin (DIN: 02478962) retired as Independent Directors on July 25,
2024 due to completion of their term of appointment.

Additionally, Mr. Rahul Khanna (DIN: 07997083) will retire as an Independent Director on July 16, 2025, upon completion
of his term of appointment.

The Board placed on record its sincere appreciation for their contribution made to the Company during their tenure.
Apart from the above, there have been no changes in the Directors.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the
Company as on March 31, 2025:

S. No.	Name of the KMP	Designation
1.	Mr. Uday Kumar Reddy Dasari	Founder Chairman & CEO
2.	Mr. Deepak Satyaprakash Goyal	Executive Director
3.	Mr. Abhishek Kumar Jain	Chief Financial Officer
4.	Ms. Seshanuradha Chava	Company Secretary & Compliance Officer

During the year under review, Mr. Viswanathan Aravind resigned as Chief Financial Officer w.e.f. July 31, 2024 and Mr.
Abhishek Kumar Jain was appointed as Chief Financial Officer w.e.f. August 01, 2024.

Apart from the above, there have been no changes in the KMPs during the year under review.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation16(1) (b) of the Listing Regulations and are
independent from the management. The Independent Directors of the Company hold office till the end of their term
of appointment or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of
Section 149(13) of the Act. The Independent Directors have also confirmed that they have complied with the Company''s
Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise etc. and that they hold standards of integrity. The Independent Directors of the
Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also
confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties.

Familiarization Program for Independent Directors

The Company has put in place a system to familiarize its Independent Directors. During the year under review the
Independent Directors were familiarized with the Company, its business and the senior management.

Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the
Company''s businesses, the challenges faced/anticipated and an overview of future business plans, including budgets,
operations and performance of the business and relevant regulatory/legal updates in the statutes applicable to the
Company, business model of the Company, risks and opportunities for the businesses and strategic future outlook and
the way forward.

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the
familiarization program of the Independent Directors are available on the website of the Company at https://tanla.
azureedae.net/resources/media/imaaes/Policies/Familiarisation Programme for IDs.pdf

Board Meetings

During the year under review, eight(8) Board Meetings were convened and held, the details of which are given in the
Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and Listing Regulations.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The Company has also ESG council in place.

The details of all the above Committees along with their composition, number of meetings and attendance at the
meetings are provided in detail in the Corporate Governance Report which forms part of this Integrated Annual Report.

Company''s Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board and separate its functions of governance and management. The policy forms part of the
NRC policy of the company.

As of March 31, 2025, the Board had seven(7) Directors, two(2) of whom are executive directors, one(1) non-executive
and non-independent directors and four(4) independent directors including one(1) Woman independent director on the
Board.

The details of Board, committee composition, tenure of directors, areas of expertise and other details are available in the
corporate governance report that forms part of this Integrated Annual Report.

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and
independence for the appointment of a director (executive / non-executive) and also the criteria for determining
the remuneration of the directors, KMP, senior management and other employees. The policy for determining the
remuneration of the Directors, KMP''s and other employees is available on our website at https://tanla.azureedge.net/
resources/media/images/Policies/Nomination and Remuneration Policy.pdf

We affirm that the appointment/re-appointment of the directors are as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

Mechanism for Evaluation of the Board

The parameters and the process for evaluation of the performance of the Board and its Committees have been
explained in the Corporate Governance Report which forms part of this Integrated Annual Report.

Particulars of Employees and Remuneration

The Company had 992 employees at a Group level as of March 31, 2025. The Company affirms that remuneration paid to
the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as
''Annexure 5'' to this Report.

The details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies
Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules, as amended from time-to-time forms part of this report as Annexure 5(i) .

Employee Stock Option Plan

The Company has implemented below Employee Benefit Schemes/Plans:

1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)

2. TPL Stock Options Scheme 2024

3. *Tanla Solutions Limited - Employee Stock Option Plan 2015-16 (ESOP 2015-16)

4. *Tanla Employee Stock Purchase Scheme 2018 (ESPS 2018)

The Company issued fresh grants under RSU 2021 and TPL Stock Options Scheme 2024.

*The Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee of the Board
at its meeting held on April 25, 2024 approved the sunsetting of ESOP 2015-16 & ESPS 2018.

The details in respect of ESOPs as required under Companies Act, 2013 and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 are annexed herewith as Annexure 7 and available on the website of the company at
https://www.tanla.com/esop-scheme

Further the certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plan is
being implemented in accordance with the under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021and the resolution passed by the Members, is placed on the Company''s Website at https://tanla.azureedge.net/
resources/media/images/PostalBoalt/updates/PostalBallotNotice_May192021.pdf and https://tanla.azureedge.net/
resources/media/announcement/SE Postal Ballot Notice 26042024.pdf

Internal Financial Controls

Our Company maintains an internal financial control system that is well-suited to the size, scale, and complexity of its
operations. We have established policies and procedures to ensure the proper and efficient conduct of our business,
safeguard our assets, prevent and detect fraud, ensure the accuracy and completeness of accounting records, and
ensure the timely preparation of reliable financial information.

This internal control system is supplemented by an extensive program of internal and external audits, as well as periodic
reviews by management. This system is designed to ensure that financial and other records are reliable for preparing
financial statements and other data, and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and
present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any.
Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors'' Responsibility
Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting
standards have been followed with no material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

Directors'' and Officers'' Insurance (''D & O'')

In accordance with Regulation 25(10) of the SEBI Listing Regulations, the company maintains Directors'' and Officers''
(D&O) insurance to cover Board members, including Independent Directors, for risks and quantum as determined by
the Board. This insurance includes provisions to protect directors from personal liability, in line with applicable law, when
acting in good faith, within their fiduciary duties, and in the best interests of the company.

Auditors

i. Statutory Auditors

M/s. MSKA & Associates, Chartered Accountants (FRN - 105047W), were re-appointed as statutory auditors of the
Company for second term of five(5) years i.e. from the date of 28th Annual General Meeting till the conclusion of 33rd
AGM to be held in year 2029, at such remuneration as may be agreed upon between the Auditors and the Board of
Directors, in addition to actual out-of-pocket expenses incurred by them for the purpose of audit and the applicable
taxes.

The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further
comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer.

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies
Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

ii. Internal Auditors

During the Year, M/s. Deloitte Touche Tohmatsu India LLP, Chartered Accountants the Internal Auditors of the Company
have conducted internal audit and submitted their reports to the Audit Committee of the Company.

iii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A (1) of SEBI (LODR) Regulations, 2015 the Board has
appointed Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) as Secretarial

Auditors to conduct Secretarial audit of the Company for the FY25. The Secretarial Audit Report issued by Mr. Mahadev
Tirunagari, in form MR-3 is enclosed as Annexure 3 to this Integrated Report.

The Secretarial Audit Reports of Karix Mobile Private Limited and ValueFirst Digital Media Private Limited (material
unlisted wholly-owned subsidiary Companies in India) issued by Mr. Mahadev Tirunagari, Company Secretary in Practice
& Insolvency Professional (CP No. 7350) in form MR-3 are enclosed as Annexure 3(i) and 3(ii) to this Integrated Annual
Report.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained the Annual Secretarial
Compliance Report for the financial year 2024-25 from Mr. Mahadev Tirunagari, Secretarial Auditors. The Report has
been submitted to the Stock Exchanges where the Company''s shares are listed and is enclosed as Annexure 3(iii).

The observations made by the Secretarial Auditor in the Secretarial Audit Report and Annual Secretarial Compliance
Report have been duly addressed and complied with by the Company. Except for these, the Reports do not contain any
qualification, reservation, adverse remark, or disclaimer from the Secretarial Auditor.

Further, pursuant to the provisions of Regulation 24A (1) & other applicable provisions of the SEBI Listing Regulations,
the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors
at its meeting held on January 21, 2025 have approved, appointment of Mr. Mahadev Tirunagari, Practicing Company
Secretary (CP No. 7350) as Secretarial Auditor for a term of 5 (Five) consecutive years, to hold office from April 1,

2025 upto March 31, 2030, subject to the approval of the shareholders at the ensuing Annual General Meeting of the
Company. A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

iv. Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the
Companies Act, 2013 are not applicable to the business activities carried out by the Company.

Secretarial Standards

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and
operating effectively.

Energy conservation, technology absorption and foreign exchange earnings and
outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as ''Annexure 4'' to this Integrated Annual Report.

Risk Management

Your Company through its Risk Management Policy periodically assesses the risk elements, mitigates the different
kinds of risks which the Company faces in its day-to-day operations and incorporates such risk mitigation plans in its
business operational plans. As on date of this report, your Company does not foresee any critical risk, which threatens its
existence.

Further, information on the risk management process of the Company is contained in the Management Discussion &
Analysis Report which forms part of the Integrated Annual Report.

Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company, details regarding CSR Committee
and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ''Annexure
6'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
ammended. CSR Policy is available on the Company''s website on https://tanla.azureedge.net/resources/media/
images/Policies/csr_policy.pdf

Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of
Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their
Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company''s website at
https://tanla.azureedge.net/resources/media/images/Policies/Code for Insider Trading and Fair Disclosure.pdf

Whistle Blower Policy/ Vigil Mechanism

In terms of the requirement of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary Vigil
Mechanism for directors and employees to report concerns. The said Policy provides for adequate safeguard against
victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit
Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The
Whistle Blower Policy has been placed on website of the Company and web link thereto is https://tanla.azureedge.net/
resources/media/images/Policies/Whistle Blower Policy.pdf

During the year, there were no whistle blower complaints received by the Company.

Prevention of Sexual Harassment (''POSH'')

In compliance with provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention,
prohibition and redressal of complaints related to sexual harassment of woman at the workplace. An Internal Complaint
Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company also
conducts awareness sessions. During the year under review, no complaints pertaining to sexual harassment of woman
employees were reported.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the
Company''s website on https://tanlanewwebsite.blob.core.windows.net/assets/files/annual-retum-24-25.pdf

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual
Report for the information of the members of the Company.

A certificate from the Secretarial Auditor of the Company Mr. Mahadev Tirunagari, Company Secretary in Practice &
Insolvency Professional (CP No. 7350) regarding compliance with the conditions of Corporate Governance as stipulated
under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of
this Annual Report.

Political Contributions

During the reporting period, our company adhered strictly to a policy of non-engagement in political affairs. Over the
past four years, we have not allocated any funds or resources to political campaigns, parties, lobbying entities, or related
activities—demonstrating our firm commitment to impartiality and the prevention of potential conflicts of interest.

Alongside our stance on political neutrality, we take pride in our exemplary compliance with legal and regulatory
standards governing ethical business conduct. Robust internal monitoring systems and comprehensive compliance
mechanisms have ensured that there have been no instances of corruption, discrimination, breaches of customer
privacy, conflicts of interest, money laundering, insider trading, or violations of human rights.

Business Responsibility and Sustainability Report

The ''Business Responsibility and Sustainability Report'' (BRSR) of the Company for the year ended March 31, 2025 is
presented as a separate section and forms part of this Integrated Annual Report as required under Regulation 34(2)(f) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Environmental, Social and Governance (ESG)

Tanla''s dedication to sustainability is integrated into every aspect of our operations. Our Environmental, Social, and
Governance (ESG) initiatives are essential to our business practices and are prominently featured in this Integrated
Annual Report.

Environment: We are committed to reducing our environmental footprint by adopting energy-efficient technologies,
promoting circular waste practices, and increasing renewable energy use. Our goal is to minimize carbon emissions and
protect biodiversity for a greener tomorrow.

Social: We recognize the importance of contributing positively to the communities where we operate. Our social
initiatives focus on giving back through community engagement, supporting education, and promoting health and
well-being. Internally, we prioritize the growth and development of our employees by fostering an inclusive, diverse, and
empowering workplace culture. We invest in continuous learning, career development, and employee wellness programs,
ensuring that our people are equipped and motivated to excel.

Governance: We embed ESG principles into our business through transparent policies, ethical conduct, and integrated

risk management, ensuring responsible decision-making and long-term value for stakeholders.

Investor Education and Protection Fund (IEPF)

As per section 124 and other applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by
the Company to the IEPF established by the Government of India, after the completion of seven years. According to the
said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years
or more shall also be transferred to the demat account of the IEPF Authority.

In compliance with the aforesaid provisions, the Company has transferred the unclaimed dividends and corresponding
shares to IEPF. The details of the unclaimed dividend during the last seven years and the details of the unclaimed shares
transferred to IEPF are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, there have been no significant or material order passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its future operations.

Disclosure related to Insolvency and Bankruptcy Code, 2016 and One Time
Settlement

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March
31, 2025, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency
and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There was no instance of one-time settlement with any bank or financial institution.

CEO & CFO Certificate

In accordance with the provisions of Regulations 17(8) of the SEBI Listing Regulations, certificate of Chairman & Cheif
Executive Officer and Cheif Financial Officer in relation to the Financial Statement of the year ender March 31, 2025, forms
part of this Integrated Annual Report.

Cyber Security

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review.

Acknowledgement

Your directors express their sincere gratitude to all departments of the Central and State Government, as well as various
organizations and agencies, for their continued help and cooperation extended to the Company.

We acknowledge the invaluable support of all stakeholders, including members, customers, dealers, vendors, financial
institutions, banks, and other business partners, throughout the year.

The directors also formally recognize the unwavering dedication and contributions of all employees of the Company,
whose commitment and effort have played a crucial role in our achievements.

On behalf of the Board of Directors of Tanla Platforms Limited

Sd/-

D. Uday Kumar Reddy
Founder Chairman & CEO
(DIN: 00003382)

Place: Hyderabad
Date: June 28, 2025

---

Mar 31, 2024

The Board of Directors takes pleasure in presenting the 28^th Integrated Report, together with the Audited Statement of Accounts for the financial year ended March 31, 2024.

State of Affairs and Financial Position

Financial Summary (INR in Lakhs)

Particulars	Standalone		Consolidated
	FY24	FY23	FY24	FY23
Revenue from operations	1,01,212.11	114,871.87	3,92,779.12	335,455.49
Other income	13,766.67	11,676.43	4,263.94	2,619.92
Total income	1,14,978.78	126,548.30	3,97,043.06	338,075.41
Cost of services	87,053.65	97,303.04	2,87,184.74	251,783.40
Operating expenses	10,396.48	8,967.07	32,991.03	25,015.05
Depreciation	765.32	687.69	8,526.85	4,617.13
Total expenses	98,215.45	106,957.80	3,28,702.62	281,415.58
Profit before tax and exceptional items	16,763.33	19,590.50	68,340.44	56,659.83
Exceptional item: Reversal of provision for impairment of investment in subsidiary		-		-
Profit before tax	16,763.33	19,590.50	68,340.44	56,659.83
Less: Tax expense	1,504.59	2,215.60	13,508.89	11,894.97
Profit after tax	15,258.74	17,374.90	54,831.55	44,764.86
Other comprehensive income	182.03	(212.59)	216.30	2,003.24
Total comprehensive income	15,440.77	17,162.30	55,047.85	46,768.10
Attributable to:
Shareholders of the company	15,440.77	17,115.30	55,047.85	46,768.10
Non-controlling interests		-		-
Retained earnings - opening balance	28,769.27	22,300.43	1,19,097.67	85,192.45
Add: Profit for the year	15,258.74	17,374.90	54,831.55	44,764.86
Less: Dividend and dividend tax	(13,444.93)	(10,859.64)	(13,444.92)	(10,859.64)
Less: Adjustment of tax relating to PY''s	-	(46.41)	-	-
Retained earnings - closing balance	30,583.08	28,769.27	160,484.30	1,19,097.67
Earnings per share (EPS)-basic	11.35	12.89	40.79	33.05
Earnings per share (EPS)-diluted	11.33	12.89	40.71	33.04

Standalone Performance

Your Board takes pleasure in reporting that the revenue from operations of the company for the financial year ended March 31, 2024, amounted to INR 1,01,212.11 lakhs as against INR 1,14,871.87 lakhs in FY23 and earned a profit before tax (PBT) of INR 16,763.33 lakhs for FY 24 as against INR 19,590.50 lakhs in the previous year. After deducting INR 1,504.59 lakhs for income tax, the operations of the company resulted in a net profit of INR 15,258.74 lakhs for FY 24 as against INR 17,374.90 lakhs in FY23.

Consolidated Performance

During the year under review, the revenue from operations of the company on a consolidated basis amounted to INR 3,92,77912 lakhs as against INR 3,35,455.49 lakhs in the previous fiscal. Your company has earned a PBT of INR 68,340.44 lakhs for FY24 as against INR 56,65983 lakhs in the previous financial year. The operations resulted in a net profit attributable to the shareholders of the company of INR 54,831.55 lakhs as against INR 44,764.86 lakhs in the previous financial year.

You will be happy to note that the company has exhibited robust financial performance during the fiscal year under review.

Dividend

The company recommended/declared dividend as under:

		FY24
	Dividend per share (in INR )	Dividend payout (in INR lakhs)
Interim dividend	6		8,06759
*Final dividend	6		8,06759
Total dividend	12		16,135.18

*Recommended by the Board of Directors at its meeting held on April 25, 2024. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the company.

The dividend recommended is in accordance with the company''s Dividend Distribution Policy. The Dividend Distribution Policy of the company is available on the company''s website and can be accessed at

https://tanla.azureedge.net/resources/media/images/Policies/DividendDistributionPolicy.pdf

Transfer to Reserves

We do not propose to transfer any amount to the general reserve upon the declaration of the dividend.

Subsidiary, Associate & Joint Venture (JV) Companies

The Company has 6 direct subsidiaries and 15 step-down subsidiaries as of 31st March 2024 (including subsidiary companies of ValueFirst Digital Media Private Limited). There has been no material change in the nature of the business of the subsidiaries.

• Tanla Mobile Asia Pacific Pte Ltd (a wholly owned subsidiary of Tanla Platforms Limited) incorporated a wholly owned subsidiary named Tanla Mobile Middle East LLC in Riyadh, Kingdom of Saudi Arabia, on January 30, 2024.

• Capitalsiri Investments Private Limited received NCLT order of liquidation on May 25, 2023.

• ValueFirst Digital Media Private Limited was acquired by Tanla Platforms Limited on July 03, 2023, and it became a wholly owned subsidiary of your company effective July 03, 2023.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies in the prescribed format AOC-1 is appended as Annexure - 1 The statement also provides details of the performance and financial position of each of the subsidiaries along with the changes that occurred, during the FY24

In accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder, the Balance Sheet, Statement of Profit and Loss, and other documents of the subsidiary companies are available at Company''s website: https://www.tanla.com/investor-relations/annual-reports and are not attached to the financial statements of the company.

In compliance with Section 134 of the Companies Act, 2013, read with the rules framed thereunder and the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time, the financial statement for FY24 have been prepared in compliance with the applicable Indian Accounting Standards.

Share Capital

The Authorized Share Capital of the company is INR 20,00,00,000/- divided into 20,00,00,000 equity shares of INR 1 each. During the financial year under review, there has been no change in the Authorized Share Capital.

During the financial year under review, the Issued & Paid-up Capital of the Company increased from '' INR 1,344.00 lakhs to INR 1,344.59, lakhs consequent to the allotment of equity shares to employees of the company under Tanla Restricted Stock Unit Plan 2021 (RSU 2021).

Particulars of Contracts or Arrangements Made with Related Parties

During the year under review, all contracts, arrangements, and transactions entered into by the company with related parties were in the ordinary course of business and on an arm''s length basis. There were no material related party transactions by the Company during the year under review.

In accordance with Section 134(3)(h) of the Companies Act, 2013, and rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the company with related parties referred to in Section 188(1) are provided in Form AOC-2, is attached as Annexure - 2.

None of the Directors had any pecuniary relationship or transactions with the company, other than to the extent of their shareholding and the payments made to them in the form of remuneration or setting fees.

Directors and Key Managerial Personnel

The composition of the Board of Directors as on March 31, 2024, is as follows:
S. No.	Name of the Director	Category	Designation
1.	Uday Reddy	Executive	Executive Chairman & CEO
2.	Deepak Goyal	Executive	Whole-time Director
3.	Amrita Gangotra	Independent	Independent Director
4.	Rahul Khanna	Independent	Independent Director
5.	Rohit Bhasin	Independent	Independent Director
6.	Sanjay Kapoor	Non-Executive	Non-Executive Non-Independent Director
7.	*RS Sharma	Independent	Independent Director

*RS Sharma was appointed as an Independent Director on the Board of Directors of the company, effective January 08, 2024, for a first term of five (5) years till January 07, 2029, by the shareholders of the company vide postal ballot concluded on March 23, 2024.

Apart from the above, there have been no changes in the Directors.

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Uday Reddy (DIN: 00003382) as a Chairman & Chief Executive Officer ("Chairman & CEO"), for a term of five (5) years i.e. from October 01, 2024 to September 30, 2029, which is subject to the approval of thf shareholders at the ensuing AGM.

Sanjay Kapoor (DIN: 01973450) was appointed as Non-Executive Non-Independent Director for a term of two (2) years on the Board of the Company i.e., from 26th AGM held on August 26, 2022 up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024. The Board based on the recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Sanjay Kapoor as a Non-Executive Director NonIndependent for a term of two (2) years on the Board of the Company from July 25, 2024 up to July 24, 2026.

Ms. Amrita Gangotra (DIN: 08333492), was appointed as an Independent Director for a first term of 5 (five) years with effect from July 31, 2019 up to the conclusion of the 28th AGM, accordingly, Ms. Gangotra will be retiring as an Independent Director on July 25, 2024. The Board placed on record its sincere appreciation for her contribution to the Company.

Rohit Bhasin was appointed as an Independent Director for a second term of 2 (two) years with effect from 26th AGM (August 26, 2022 ) up to the conclusion of the 28th AGM, accordingly, Bhasin will be retiring as an Independent Director oi July 25, 2024. The Board placed on record its sincere appreciation for his contribution to the Company

In the opinion of the Board, all the Independent Directors of the Company possess requisite expertise, experience and proficiency. Furthermore, all the Independent Directors have confirmed that their respective names have been included in the Independent Directors'' Database as required under Section 150 of the Companies Act, 2013.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the Company, Deepak Goyal (DIN: 01755263) will retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Board recommends the same to the shareholders for their approval.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and the applicable provision of the Companies Act, 2013, a brief resume and other details of all the directors proposed to be appointed/re-appointed are attached along with the notice of the ensuing Annual General Meeting.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel as of March 31, 2024:

Name of the KMP	Designation
Uday Reddy	Founder Chairman & CEO
Deepak Goyal	Whole-time Director
Viswanathan Aravind	Chief Financial Officer
Seshanuradha Chava	Company Secretary & Compliance Officer
There have been no changes in the KMPs during the year under review.

Declaration from Independent Directors

The company has received declaration from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, along with the rules framed thereunder and Regulation 16(1)

(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exits or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. In the opinion of the Board, Independent Directors fulfill the conditions as specified in the Companies Act and SEBI Listing Regulations and are independent of the management.

Familiarization Program for Independent Directors

The company has put in place a system to familiarize its Independent Directors. During the year under review, the Independent Directors were familiarized with the Company, its business, and the senior management.

Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the company''s businesses, the challenges faced/anticipated, and an overview of future business plans, including budgets, operations, and performance of the business and relevant regulatory/legal updates in the statutes applicable to the Company, business model of the company, risks, and opportunities for the businesses, strategic future outlook, and the way forward.

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the Familiarization Program for Independent Directors are available on the website of the Company at

https://tanla.azureedge.net/resources/media/images/Policies/Familiarisation Programme for IDs.pdf

Meetings of Board of Directors

The Board of Directors of the Company duly met 10 times during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Report.

Board Nomination Process

The nomination process for a Board of Directors involves the Nomination and Remuneration Committee, setting criteria for director qualifications and remuneration policies. Directors are appointed for up to five years, with Independent Directors serving a maximum of two consecutive terms and adhering to regulatory compliance and governance

standards.

Committees of the Board of Directors

As on March 31, 2024, the Board had six committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and ESG Council. All Committees are constituted in compliance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the Board and its Committees is provided in the Corporate Governance Report, which forms part of this Integrated Report.

Auditors and Auditors'' Report

Statutory Auditors

The shareholders, at their 23^rd Annual General Meeting (AGM), approved the appointment of M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W, as the Statutory Auditors for a term of five (5) years, to hold the office from the conclusion of the 23rd AGM until the conclusion of the 28th AGM, on such remuneration as may be determined by the Board of Directors.

M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W, based on the recommendation of the Audit Committee and the Board of Directors at their meetings held on April 25, 2024, will be re-appointed as the Statutory Auditors at the Company in the ensuing 28th AGM to be held for FY24 for a period of five (5) years, as per the provisions of the Companies Act, 2013. They have indicated their willingness to continue as the Statutory Auditors for the next term, and hence their re-appointment is being recommended to the members for a further period of five (5) years, from the conclusion of 28th AGM until the conclusion of 33rd AGM of the Company to be held in the calendar year 2029 at such remuneration as may be approved by the Board, in addition to the applicable taxes and reimbursement of out-of-pocket expenses as may be incurred in connection with the audit of the books.

The notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the auditors under Section 143(12) of the Companies Act, 2013, requiring disclosure in the Board''s Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014, M/s. Deloitte Touche Tohmastu India LLP, Chartered Accountants, are appointed as the internal auditors of the company. The internal auditors attend the Audit Committee Meetings, where internal audit reports are discussed.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A (1) of SEBI (LODR) Regulations, 2015, the Board had appointed Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350), as Secretarial Auditor to conduct the secretarial audit for FY24. The Secretarial Audit Report issued by Mahadev Tirunagari, in Form MR-3, is enclosed as Annexure 3 to this Integrated Report.

The Secretarial Audit Report of Karix Mobile Private Limited (a material un-listed wholly-owned subsidiary of the company in India), issued by Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 is enclosed as Annexure 3(i) to this Integrated Report.

The Secretarial Auditor''s Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations, the company has also obtained Annual Secretarial Compliance Report for the FY24 from Mahadev Tirunagari, Practicing Company Secretary, and submitted the same to the Stock Exchanges where the shares of the company are listed. This report is enclosed as Annexure 3(ii).

The Annual Secretarial Compliance Report, as submitted to the stock exchanges, does not contain any qualification, reservation, adverse remark, or disclaimer.

Cost Audit

The maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) o'' the Companies Act, 2013, are not applicable to the business activities carried out by the company.

Internal Financial Control and their adequacy

We maintain an internal financial control system that is well-suited to the size, scale, and complexity of its operations.

We have established policies and procedures to ensure the proper and efficient conduct of our business, safeguard our assets, prevent and detect fraud, ensure the accuracy and completeness of accounting records, and ensure the timely preparation of reliable financial information.

This internal control system is supplemented by an extensive program of internal and external audits, as well as periodic reviews by management. This system is designed to ensure that financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on the adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your company.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees, investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of March 31, 2024 form part of the notes to the financial #TanlaIntegratedReport24 113

statements provided in this Integrated Integrated Report.

Changes in the Nature of Business

There has been no change in the nature of business carried on by the company during the year under review.

Material Changes and Commitments Affecting the Financial Position of the Company Between the End of the Financial Year and Date of Report

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Board Evaluation

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report which forms part of this Integrated Report.

Fixed Deposits

During the year under review, your company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76 of the Companies Act, read with Companies (Acceptance of Deposits) Rules, 2014.

Risk Management

Your company through its Risk Management policy periodically assesses the risk elements, mitigates the different kinds of risks arising in day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your company does not foresee any critical risk which threatens it''s existence.

Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Integrated Report.

Secretarial Standards

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - 4.

Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the annual return for the financial year ended March 31, 2024 has been placed on the website of the Company at https://tanla.azureedge.net/assets/files/Tanla-Annual-Return-FY24.pdf.

Significant and Material Orders Passed by the Courts/Regulators

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the company and its future operations.

Particulars of Employees

The company had 993 employees as of March 31, 2024. The Company affirms that remuneration paid to the directors and key managerial personnel is as per the remuneration policy of the company.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP)

(as required under the Companies Act, 2013) to the median of employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure - 5 to this Board''s report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure - 5(i) to this report.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Integrated

Report

A compliance certificate on Corporate Governance for FY24 has been obtained from Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance Report.

During the reporting period, our company maintained a strict policy of non-involvement in political matters. We did not allocate any funds or resources towards political campaigns, political entities, lobbyists, or lobbying organizations. This is the reflection of our commitment to uphold impartiality and avoid any potential conflicts of interest that may arise from political contributions.

In addition to our political non-involvement, we are proud to report a record of exemplary compliance with laws and regulations pertaining to ethical business practices. Our internal monitoring systems and rigorous compliance programs have ensured that we have had no breaches/violations on corruption, discrimination, customer privacy, conflicts of interest, money laundering, insider trading, or violations of human rights.

Management Discussion and Analysis

The Management Discussion and Analysis Report for FY24 as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Integrated Report.

Business Responsibility and Sustainability Report (BRSR)

As stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report for FY24 is presented as a separate section and forms part of this Integrated Report.

Corporate Social Responsibility

The Integrated Report on Corporate Social Responsibility (''CSR'') containing details of CSR policy, composition of CSR committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure - 6 of this Report.

Protection of Women at Workplace

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Tanla has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During FY24, the Company has not received any complaints pertaining to sexual harassment.

Company''s Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy forms part of the NRC policy of the company.

As of March 31, 2024, the Board had seven (7) directors, two (2) of whom are executive directors, one (1) non-executive and non-independent director and four (4) independent directors including one Women independent director on the Board.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report.

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, KMP, senior management and other employees. The policy for determining the remuneration of the directors, KMP''s and other employees is available on our website https://tanla.azureedge.net/ resources/media/images/Policies/Nomination and Remuneration Policy.pdf

We affirm the appointment/re-appointment of the directors are as per the terms laid out in the Nomination and Remuneration Policy.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has a Whistle Blower policy and has established the necessary Vigil Mechanism for directors and employees to report concerns about unethical behaviour. The policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the company and web link thereto is https://tanla. azureedge.net/resources/media/images/Policies/Whistle_Blower_Policy.pdf

During the year, there were no whistle blower complaints received by the company.

Employee Stock Option Plan

The Company has implemented below Employee Benefit Schemes/Plans:

1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)

2. *Tanla Solutions Limited - Employee Stock Option Plan 2015-16 (ESOP 2015-16)*

3. *Tanla Employee Stock Purchase Scheme 2018 (ESPS 2018)*

As on March 31, 2024, there are no unexercised/outstanding options in ESOP 2015-16 & ESPS 2018.

*The Board of Director on the recommendation of Nomination & Remuneration Committee of the Board at its meeting held on April 25, 2024 approved the sunsetting of ESOP 2015-16 & ESPS 2018.

The details in respect of ESOPs as required under Companies Act, 2013 and ESOP Regulations are annexed herewith as Annexure - 7 and available on the website of the company at https://www.tanla.com/investor-relations/annual-reports

Further the certificate from the Secretarial Auditors of the Company certifying Stock Option Plan is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the members, is placed on the company''s Website at

https://tanla.azureedge.net/resources/media/images/PostalBoalt/updates/PostalBallotNotice May192021.pdf

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors'' Responsibility Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:

(a) In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual financial statements on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Disclosure Related to Insolvency and Bankruptcy Code, 2016 and One Time Settlement

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the company affirms that for the year ended on March 31, 2024, there were no proceedings, either filed by the company or against the company pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There was no instance of one-time settlement with any bank or financial institution.

Directors'' and Officers'' Liability Insurance

The company has procured a ''D & O'' liability insurance policy that covers the members of the Board including the Independent Directors for such quantum and for such risks as determined by its Board of Directors.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend is required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years from the data of declaration of dividend. Further, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the company has transferred the unclaimed dividends and corresponding shares to IEPF. The details of the unclaimed dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Corporate Governance Report forming part of the Integrated Report.

Environmental, Social and Governance (ESG)

Tanla''s commitment to sustainability is ingrained in every aspect of our operations. Our ESG (Environmental, Social, and Governance) initiatives are central to our business practices and are highlighted in this Integrated Report.

Acknowledgement

Our Directors acknowledge the support, extend their heartfelt gratitude to all departments of the Central and State Government, as well as various organizations and agencies, for their continued help and cooperation extended to our Company.

We also gratefully acknowledge the support from all stakeholders of the company, including members, customers, dealers, vendors, financial institutions, banks, and other business partners, for their excellent support throughout the year.

Finally, your directors place on record their sincere appreciation for the unstinted commitment and continued contributions of all employees whose dedication and hard work have been instrumental in our success.

---

Mar 31, 2023

Your Board of Directors take pleasure in presenting the 27th Annual Report Tanla Platforms Limited ( "Tania" or the "Company") together with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31, 2023.

State of affairs and financial position

Financial Summary

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	1,14,871.87	1,24,687.30	3,35,455.49	3,20,597.33
Other income	11,676.43	2,731.56	2,619.92	1,612.62
Total Income	1,26,548.30	1,27,418.86	3,38,075.41	3,22,209.95
Cost of services	97,303.04	1,02,933.93	2,51,783.40	2,29,793.74
Operating expenses	8,967.07	8457.34	25,015.05	20,918.73
Depreciation	687.69	643.59	4,617.13	4,085.63
Total Expenses	1,06,957.81	1,12,034.86	2,81,415.58	2,54,798.11
Profit before tax and exceptional items	19,590.49	15,384.00	56,659.83	67,411.84
Exceptional item: Reversal of provision for impairment of investment in subsidiary	-	-	-	-
Profit before Tax	19,590.49	15,384.00	56,659.83	67,411.84
Less: Tax expense	2,215.60	3,515.76	11,894.97	13,483.92
Profit After Tax	17,374.89	11,868.24	44,764.86	53,927.91
Other Comprehensive Income	-212.59	46.79	2,003.24	687.9
Total Comprehensive Income	17,162.30	11,915.03	46,768.10	54,615.81
Attributable to:
Shareholders of the Company	17,115.89	11,915.03	46,768.10	54,615.81
Non-controlling interests	-	-	-	-
Retained earnings - opening balance	22,300.43	11,785.50	85,192.45	32,617.85
Add: Profit for the Year	17,374.89	11,868.24	44,764.86	53,927.91
Less: Dividend and dividend tax	-10,859.64	-1353.31	-10,859.64	-1353.31
Less: Adjustment of tax relating to PY''s	-46.41	-	-	-
Retained earnings - closing balance	28,769.27	22,300.43	1,19,097.67	85,192.45
Earnings per Share (EPS) -Basic	12.89	8.75	33.05	39.77
Earnings per Share (EPS)-Diluted	12.89	8.75	33.04	39.74

Consolidated Performance

Revenue grew by 4.6% YoY to ^3,35,455.49 lakhs primarily driven by combination of increased wallet share from our existing business, change in ILD pricing, growth in WhatsApp and other channels, new customer additions and creation of new revenue stream Trubloq.

Cost of services grew by 9.57% YoY to ^2,51,783.40 lakhs.

Net profit decreased by 17% YoY to ^44,764.86 lakhs and EPS decreased by 17% to ^33.05.

Standalone Performance

Revenue decreased by 7.87% to ^1,14,871.87 lakhs YoY. Cost of services decreased by 5.47% to ^97,303.04 lakhs YoY.

Net profit increased by 46 (%) to ^17,374.89 lakhs YoY. Earnings per share (EPS) increased 47% to ^12.89 YoY.

Dividend

The Company recommended / declared dividend as under:

Revenue from	FY. 2022-23
operations Other income	Dividend per share (in ^ )	Dividend payout (in ^ crores)
Interim dividend	6	81.45
*Final dividend	4	53.76
Total dividend	10	135.21

*Recommended by the Board of Directors at its meeting held on April 26, 2023. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy of the Company is uploaded on the Company''s website https://www.tanla.com/ media/images/Policies/DividendDistributionPolicy.pdf

Change in the nature of business

There has been no change in the nature of business carried on by the Company during the year under review.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except the following:

The Company executed a Share Purchase Agreement with ValueFirst Digital Media Private Limited ("VF Digital India") and its shareholders on June 8, 2023, and completed acquisition of 100% of paid-up share capital of VF Digital India on July 3, 2023. Pursuant to completion of this acquisition,

VF Digital India becomes a wholly owned subsidiary of Tanla Platforms Limited with effect from July 3, 2023.

Transfer to Reserves

The closing balance of the retained earnings of the Company as on March 31, 2023, after appropriations of dividend paid was ^28,769.28 lakhs.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of March 31, 2023 form part of the notes to the financial statements provided in this Annual Report.

Fixed Deposits

Your Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Particulars of contracts or arrangements made with related parties

All related party transactions that were entered into during the financial year were on an arms'' length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors had any pecuniary relationship or transactions with the Company, other than to the extent of their shareholding and except the payments made to them in the form of remuneration/sitting fee.

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into, if any, by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as "Annexure -1 ".

Share Capital

During the financial year under review the Authorised Share Capital of the Company is Rs. 20,00,00,000/-divided into 20,00,00,000 equity shares of Re.1/-each.

The paid up share capital details for the FY''23:
Particular	March 31, 2023		March 31, 2022
	No. of Shares	Rs.	No. of Shares	Rs.
Shares outstanding at the beginning of the year	13,57,45,523	13,57,45,523	13,60,36,450	13,60,36,450
Add: Issued and allotted during the year	71,500	71,500	4,14,750	4,14,750
Less: Shares bought back during the year	14,16,666	14,16,666	7,05,677	7,05,677
Shares outstanding at the end of the year	13,44,00,357	13,44,00,357	13,57,45,523	13,57,45,523
The Company has one class of equity shares of Re. 1/- each fully paid-up. Each shareholder is eligible for one vote per equity share held. As on March 31, 2023, the paid-up equity share capital of the Company was Rs. 13,44,00,357/-

Subsidiary, Associate & Joint Venture (JV) Companies

As on March 31, 2023, company has 5 direct subsidiaries and 3 step-down subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

The changes in subsidiaries during the year is included in the Consolidated financial statements of the Company.

• Tanla Digital Labs Private Limited, (WoS of Tanla Platforms Limited) incorporated a WoS named Tanla Digital Labs Private Limited in the London, United Kingdom on June 22, 2022, which was subsequently renamed as Tanla Digital Labs UK Private Limited on August 9, 2022.

• Capitalsiri Investments Private Limited was under liquidation process. NCLT order of liquidation was received on May 25, 2023.

• ValueFirst Digital Media Private Limited was acquired by Tanla Platforms Limited on July 03,

2023 and it became a wholly owned subsidiary of your Company with effect from July 03, 2023.

Further, Pursuant to the provisions of Section 129(3) of the Act a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure - 2 to the Board''s report.

In accordance with Section 136 of the Companies Act,

2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website under Subsidiaries section. https://www.tanla.com/investors.html.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis which forms part of this Report.

Insurance

All the properties and insurable interests of the Company including buildings have been fully insured.

Share Based Employee Benefit Schemes/Plans

The Company has implemented below Employee Benefit Schemes/Plans:

1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)

2. Tanla Solutions Limited - Employee Stock Option Plan 2015-16 (ESOP 2015-16)

3. Tanla Employee Stock Purchase Scheme 2018 (ESPS 2018)

As on March 31, 2023, there are no outstanding options in ESOP 2015-16 & ESPS 2018. The Company issued fresh grants only under RSU 2021.

The details of RSU, ESOP and ESPS pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 are provided in Annexure - 3(i) to this Report.

The disclosure as required under Regulation 14 of SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June,

2015 is also available on the website of the Company and can be accessed at https://www.tanla.com/media/images/ Investor/fy2023/ESOPESPSDisclosureFY2022-23.pdf.

The Certificate from Secretarial Auditor of the Company as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and any amendments thereto, with regard to Company''s RSU, ESOP and ESPS Scheme is provided as Annexure - 3(ii) to this Report.

Corporate Governance

Corporate Governance reflects the culture, values, and policies of Tanla. Realizing the criticality of sound corporate governance practices to enhance shareholder and stakeholder trust, Tanla observes the highest level of ethics in all its dealings.

To meet our obligation towards our shareholders and other stakeholders, Tanla has a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct

of business. Apart from complying with the statutory requirements, effective systems and practices towards improving transparency; internal controls and promotion of ethics at workplace have been institutionalized.

At Tanla, we firmly believe that corporate governance standards should go beyond the law and must satisfy the spirit of law and not just the letter of law.

Report on Corporate Governance

The report on Corporate Governance for the year ended March 31, 2023, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, forms part of this annual report(Annexure-4).

A Compliance certificate on Corporate Governance for the FY''23, from Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance Report as Annexure -4(i).

Board Meetings held during the year

The Board of Directors of the Company duly met seven (7) times during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

Committees of the Board of Directors

As on March 31, 2023, the Board had five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholder''s Relationship Committee and ESG Council. All the Committees are constituted in compliance with the provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report which forms part of this Annual Report.

Company''s Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

As of March 31, 2023, the Board had six (6) members, two (2) of whom are executive directors, one (1) non-executive and non-independent directors and three (3) independent directors including One(1) woman independent director on the Board.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report that forms part of this Annual Report.

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, KMP, senior management and other employees. The charter of the Committee with detailed terms of reference and the policy for determining the remuneration of the Directors, KMP''s and other employees is available on our website https://www.tanla.com/media/images/ Policies/Nomination_and_Remuneration_Policy.pdf

We affirm that the appointment/reappointment of the directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Evaluation

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report which forms part of this Annual Report.

Directors'' and officers'' ( D & O) liability insurance

The company has procured D & O liability insurance policy that covers the members of the Board including the Independent Directors for such quantum and risks as determined by its Board of Directors.

Declaration from Independent Directors

The Independent Directors have submitted the requisite declaration of independence, pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended and Regulation 16 & 25 of the SEBI (LODR) Regulations) 2015.

The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

Familiarization Program for Independent Directors

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization program of the Independent Directors are available on the website of the Company i.e., https://www.tanla.com/media/images/Policies/ Familiarisation_Programme_for_IDs.pdf.

A separate meeting of the Independent Directors was held on March 21, 2023.

The composition of the Board of Directors as on March 31, 2023.
S. No.	Name of the Director	Category	Designation
1.	Mr. D. Uday Kumar Reddy	Executive	Executive Chairman & CEO
2.	Mr. Deepak Satyaprakash Goyal	Executive	Whole-time Director
3.	Ms. Amrita Gangotra	Independent	Independent Director
4.	Mr. Rahul Khanna	Independent	Independent Director
5.	Mr. Rohit Bhasin	Independent	Independent Director
6.	Mr. Sanjay Kapoor	Non-Executive	Non-Executive Director
Retirement and Resignation Changes in board composition are tabled hereunder:
S. No.	Name of the Director	Nature of change		Date of change
1.	Mr. Sanjay Baweja	Cessation on completion of his term as an Independent Director.		August 26, 2022
2.	Dr. A.G. Ravindranath Reddy	Resigned as Director		September 8, 2022

The Board of Directors places on record its sense of gratitude and appreciation for the valuable guidance and services provided by Mr. Sanjay Baweja and Dr. AG Ravindranath Reddy during their tenure as Directors of the Company.

Apart from the above, there were no changes in the Directors and KMP during the financial year ended March 31, 2023.

Retirement by Rotation

As per the provisions of section 152 of the Companies Act, 2013 and the rules framed there under and in terms of the Articles of Association of the Company, Mr. D. Uday Kumar Reddy, Founder Chairman & CEO (DIN: 00003382), retires as Director at the ensuing Annual General Meeting by rotation and being eligible offered himself for reappointment.

Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

Internal Financial Control and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls

were adequate and effective during the Financial Year 202223. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.tanla.com/media/images/Policies/Code_for_ Disclosure_of_Unpublished_Price_Sensitive_Information. pdf

Whistle Blower Policy/Vigil Mechanism

Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to report concerns about unethical behaviour. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such

mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy has been placed on website of the Company and web link thereto is https://www.tanla. com/media/images/Policies/Whistle_Blower_Policy.pdf

During the year, there were no whistle blower complaints received by the Company.

Particulars of Employees

The Company had 312 employees as of March 31,

2023. The Company affirms that remuneration to the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act,

2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure - 5(i) to this Board''s report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure - 5(ii) to this report.

Risk Management

The Company has established Enterprise Risk Management (ERM) process to manage risks with the objective of maximizing shareholders value.

The Board of Directors of the Company has formed a Risk Management Committee to implement and monitor the risk management Policy of the Company.

The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Significant and material orders passed by the Courts/ Regulators

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Annual return

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the draft Annual Return is available on the website of the Company on the following link https://www.tanla. com/media/images/Annual/Annual_Return_2022-23.pdf

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India

Investor Education and Protection Fund (IEPF)

The Company on March 16, 2016 declared and paid interim dividend of Re.0.20 Paise per equity share (20%) on face value of Re.1/- per share in the FY.2015-16 and as per provisions of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of Rs. 5,71,427/- lying in the Unpaid Dividend account which remains unclaimed for 7 years is required to be transferred to the Investor Education and Protection Fund established by the Central Government.

Note: The Interim Dividend declared for the financial year 2015-16, which remained unclaimed for a period of seven years was Rs. 5,71,427/- and corresponding unclaimed shares 1,87,241 credited/transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Financial Year	Type of Dividend	Dividend per share (in Rs.)	Date of payment	Due date to transfer to IEPF
2015-16	Interim Dividend	0.20	March 28, 2016	April 28, 2023
2016-17	Final	0.25/-	September 27, 2017	October 27, 2024
2017-18	Final	0.30/-	September 28, 2018	October 28, 2025
2018-19	Final	0.35/-	October 15, 2019	November 15, 2026
2020-21	Interim Dividend	1/-	September 22, 2020	October 22, 2027
2020-21	Final	1/-	October 05, 2021	November 05, 2028
2021-22	Final	2/-	August 29, 2022	September 29, 2029
2022-23	Interim Dividend	6/-	September 06 2022	October 06, 2029

28th AGM. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditors'' Report for FY 2023 does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has appointed Deloitte Touche Tohmastu India LLP as Internal Auditors for FY''22 and FY''23 to audit processes. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A (1) of SEBI (LODR) Regulations, 2015 the Board had appointed Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) as Secretarial Auditors to conduct Secretarial audit of the Company for the FY''23. The Secretarial Audit Report issued by Mr. Mahadev Tirunagari, in form MR-3 is enclosed as Annexure - 6(i) to this Annual Report.

The Secretarial Audit Report of Karix Mobile Private Limited (material unlisted wholly-owned subsidiary of the Company) issued by Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 is enclosed as Annexure - 6(ii) to this Annual Report.

Directors'' Responsibility Statement

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors'' ReportStatutory Auditors

At the 23rd AGM of the Company, the members approved appointment of M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W as Statutory Auditors of the Company for a period of 5 years from the conclusion of that AGM till the conclusion of

Secretarial Compliance Report of the Company for the FY''23 in pursuance to Regulation 24A of the SEBI(LODR) Regulations, 2015 is enclosed as Annexure - 6(iii)

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report for the Financial Year.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The CSR Policy is available on the website of the Company https://www.tanla.com/media/ images/Policies/CSR_Policy.pdf

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure - 8 to the Board''s report, which forms part of this report.

Business Responsibility and Sustainability Report (BRSR)

SEBI had introduced new requirements for sustainability reporting by listed entities. The new reporting called the Business Responsibility and Sustainability Report (''BRSR'') has replaced the existing Business Responsibility Report. In terms of the aforesaid amendment, with effect from the financial year 2022 -23, reporting of BRSR is made mandatory for the top 1000 listed companies (by market capitalisation).

The BRSR of the Company for FY 2023 as required under SEBI (LODR) Regulations,2015 forms part of this Report Annexure-9.

Environmental, Social and Governance (ESG)

The company''s report on ESG will be uploaded as a separate report (Sustainability Report FY''23).

Proceeding under the Insolvency and Bankruptcy Code, 2016 and One Time Settlement:

During the year under review, neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

Further, during the Year, the Company has not made any one-time settlement.

Sexual Harassment of Women at Workplace

Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH Act") the Company has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the associates are aware of the provisions of the POSH Act and rights thereunder. During the year under review, the details of complaint received are as under:

a) number of complaints filed during the financial year: Nil

b) number of complaints disposed of during the financial year: NA

c) number of complaints pending as on end of the financial year: NA

Acknowledgement

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors of Tanla Platforms LimitedSd/-

D. Uday Kumar Reddy Date: July 20, 2023 Founder Chairman & CEO

Place: Hyderabad (DIN: 00003382)

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Mar 31, 2022

The Board of Directors are pleased to present the twenty sixth report of Tanla Platforms Limited (hereinafter referred as "Tanla" or "the Company") on the Company''s business and operations together with the audited financial statements (both standalone and consolidated) for the financial year ended March 31, 2022.

1. State of affairs and financial position

(t in Lakhs)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	1,24,687.30	89,187.55	3,20,597.33	2,34,146.55
Other income	2,731.56	3,082.06	1,612.62	2,193.48
Total Income	1,27,418.86	92,269.61	3,22,209.95	2,36,340.03
Cost of services	1,02,933.93	71,087.64	2,29,793.74	1,76,380.05
Operating expenses	8,441.84	4,786.23	20,786.56	14,420.57
Depreciation	643.59	711.93	4,085.63	3,956.51
Finance cost	15.50	9.72	132.18	107.48
Total Expenses	1,12,034.86	76,595.52	2,54,798.11	1,94,864.61
Profit before tax and exceptional items	15,384.00	15,674.09	67,411.84	41,475.42
Exceptional item: Reversal of provision for impairment of investment in subsidiary	-	(3,972.88)	-	-
Profit before Tax	15,384.00	19,646.97	67,411.84	41,475.42
Less: Tax expense	3,515.76	3,791.04	13,483.93	5,861.67
Profit After Tax	11,868.24	15,855.93	53,927.91	35,613.75
Other Comprehensive Income	46.79	(173.67)	687.90	(535.64)
Total Comprehensive Income	11,915.03	15,682.26	54,615.81	35,078.11
Attributable to:
Shareholders of the Company	11,915.03	15,682.26	54,615.81	35,078.11
Non-controlling interests	-	-	-	-
Retained earnings - opening balance	11,785.50	(2,712.55)	32,617.85	(1,638.02)
Add: Profit for the Year	11,868.24	15,855.93	53,927.91	35,613.75
Less: Dividend and dividend tax	(1,353.31)	(1,357.88)	(1,353.31)	(1,357.88)
Retained earnings - closing balance	22,300.43	11,785.50	85,192.45	32,617.85
Earnings per Share (EPS)-Basic	8.75	11.25	39.77	25.27
Earnings per Share (EPS)-Diluted	8.75	11.25	39.74	25.27

Consolidated Performance

Revenue grew by 37% YoY to ^3,20,597.33 lakhs primarily driven by combination of increased wallet share from our existing business, change in ILD pricing, faster growth in whatsApp and other non-sms channels, new customer additions and creation of new revenue stream Trubloq.

Cost of services grew by 30.3% YoY to ^2,29,793.74 lakhs. Gross margin at 28.3% and increased by 365 basis points YoY.

Net profit grew by 51.4% YoY to ^53,927.9 lakhs primarily on account of growth in revenue and improved profitability.

EPS grew by 57% to ^39.77.

Standalone Performance

Revenue grew by 39.8% to ^1,24,687.30 lakhs YoY .Cost of services grew by 44.80% to ^1,02,933.93 lakhs YoY.

Net profit decreased by 25.1 (%) to ^11,868.24 lakhs YoY. Earnings per share (EPS) decreased by 22.2% to ^8.75 YoY. Reason for the reduction in net profit and earnings per share is recognition of one-time exceptional gain on reversal of provision for impairment of investment in subsidiary of ^3,972.88 lakhs in 20-21.

COVID-19

During the first three months of 21-22, the second wave of coronavirus caused heavy destruction and mental disturbances to India''s population. The Company continues to prioritize employee wellbeing, health, and safety and is continuously taking extensive measures to offer timely support and care.

Company has provided financial support to the employees to meet the medical expenses for COVID treatment and conducted extensive vaccination drives for employees and their families to ensure safety and well-being of the employees and their families.

Dividend

For 21-22, the Board of Directors have recommended a final dividend of f2/- per equity share of face value of f1/- each at their meeting held on April 29,

2022 as per the divident distribution policy.

The final dividend on equity shares, if approved by the members, would involve a cash outflow of ^2,714.9 lakhs.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Company''s website www.tanla.com/investors.html

Transfer to Reserves

The closing balance of the retained earnings of the Company as on March 31, 2022, after appropriations of dividend paid was ^22,300.43 lakhs.

Change in the nature of business, if any

There is no change in the nature of business of the Company or any of its subsidiaries or joint venture, during the year under review.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report. except the following:

- Tanla Digital Labs Private Limited, (WoS of Tanla Platforms Limited) incorporated a WoS. Tanla Digital Labs Private Limited in the UK on 22nd June, 2022.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Deposits

Your Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Consolidated Financial Results

During the year, the Board of Directors reviewed the affairs of the Subsidiaries. In accordance with Sub Section (3) of Section 129 of the Companies Act, 2013, your Company has prepared the consolidated financial statements of the Company, which forms part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited financial statements of its Subsidiaries on its website

www.tanla.com/investors.html. The annual accounts of the Subsidiary Companies and the related detailed information shall be made available to members seeking such information at any point of time.

The statement containing the salient features of the Subsidiaries as per subsection (3) of section 129 read withw rule 5 of Companies (Accounts) Rules, 2014 and under Rule 8 of Companies (Accounts) Rules,

2014 of the Companies Act 2013 in Form AOC -1 is annexed herewith as Annexure- 1 to this report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms'' length basis and were in the ordinary course of business.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors had any pecuniary relationship or transactions with the Company, other than to the extent of their shareholding and except the payments made to them in the form of remuneration/sitting fee.

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into, if any, by the Company with related parties referred to in Section 188(1) in Form AOC -2 is annexed herewith as Annexure- 2 to this report.

Insurance

All the properties and insurable interests of the Company including buildings have been fully insured.

Rating

The CARE ratings upgraded our ratings from CARE A to CARE A positive (for long term facilities) and CARE A1 to CARE A1 (for short term facilities).

2. Business strategy and future outlook

Tanla Platforms Limited transforms the way the world collaborates and communicates through innovative CPaaS solutions. Founded in 1999, it was the first company to develop and deploy A2P SMSC in India. Today, as one of the world''s largest CPaaS players, Tanla processes more than 800 billion interactions annually and about 62% of India''s A2P SMS traffic is processed through its distributed ledger platform-Trubloq, making it the world''s largest Blockchain use case. Tanla touches over a billion lives carrying mission critical messages.

Please refer MDA report of this annual report for details on bussiness hightlights including products and platforms.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, outlook, risks and concerns etc. is furnished separately and forms part of this Annual Report.

Subsidiary, Associate & Joint Venture (JV) Companies

As on March 31, 2022, company has 6 direct subsidiaries and 2 step-down subsidiaries. There has been no material change in the nature of the business of the subsidiaries. The changes in subsidiaries during the year is included in the Consolidated financial statements of the Company.

— The joint venture of the company TZ Mobile Private Limited was voluntarily liquidated under the order of National Company Law Tribunal dated March 17, 2022.

— During Q3FY22, the Company disposed its investment in Jengatron Gaming Private Limited.

— Tanla Digital Labs Private Limited, (WoS of Tanla Platforms Limited) incorporated a WoS Tanla Digital (India) Private Limited on July 2, 2021.

— Tanla Platforms Limited incorporated a WoS.

Tanla Digital (India) Private Limited on July 6,

2021 as its CSR arm to carry on CSR activities on behalf of the Company and its Subsidiaries.

— Capitalsiri Investments Private Limited, (WoS of Tanla Platforms Limited) is under liquidation.

Further, Pursuant to the provisions of Section 129(3) of the Act a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure- 1 to the Board''s report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, https://www.tanla.com/investors.html

During the year under review:

— Under ESOP 2015 Scheme, 4,14,750 equity shares Re 1/- each were allotted to the respective allottees.

— The Company bought back 7,05,677shares of Re 1/- each.

3. Share Capital

The paid-up equity share capital of the Company as on March 31, 2022 stood at R13,57,45,523/- divided into 13,57,45,523 equity shares of Re 1/- each. The details of the share capital are as follows:

The Company has one class of equity shares of Re. 1/- each fully paid-up. Each shareholder is eligible for one vote per every equity share held. As on April 01, 2021 the paid-up equity share capital of the Company was R13,60,36,450/-

Change in the authorized, issued, subscribed and paid-up share capital

		March 31, 2022		March 31, 2021
	Particulars	No. of Shares	1 ^	No. of Shares |
Share capital
Authorised Equity shares of Re. 1/- each :		20,00,00,000	20,00,00,000	20,00,00,000	20,00,00,000
Issued, Subscribed and fully paid-up equity		13,57,45,523	13,57,45,523	13,60,36,450	13,60,36,450
share of Re.1/- each fully paid-up
@ Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
		March 31, 2022		March 31, 2021
	Particulars	No. of Shares	1 ^	No. of Shares |
Equity shares
Shares outstanding at the beginning of the year		13,60,36,450	13,60,36,450	14,59,71,699	14,59,71,699
Add: Issued and allotted during the year		4,14,750	4,14,750	67,57,503	67,57,503
Less: Shares bought back during the year		7,05,677	7,05,677	1,66,92,752	1,66,92,752
Shares outstanding at the end of the year		13,57,45,523	13,57,45,523	13,60,36,450	13,60,36,450

Buy Back during the year:

The Buyback of Shares of the Company was approved by the Board of Directors of the Company on July 22, 2021. The Buyback Opening Date was July 29, 2021 and the Buyback Closing Date was September 01, 2021. The total number of Equity Shares bought back pursuant to the Buyback were 7,05,677 Equity Shares at a price of INR 1/- (Indian Rupees One Only) per Equity Share.

Share Based Employee Benefit Schemes/Plans

During the year, a special resolution was passed for approval of Tanla Platforms Limited - Restricted Stock Unit Plan 2021 hereinafter referred to as (RSU 21 or Plan) in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the RSU 21 of the Company in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

ESOP 2015 was approved by the shareholders on September 16th, 2015. ESPS 2018 was approved by the shareholders in the EGM held on September 17th, 2018. RSU 21, was approved by the shareholders through postal ballot on May 19th 2021.

The details of ESOP, ESPS & RSU pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 are provided in Annexure- 3 (i) to this Report.

The disclosure as required under Regulation 14 of SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015 is also available on the website of the Company and can be accessed at www.tanla.com/investors.html.

The Certificate from Secretarial Auditor of the Company as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 and any amendments thereto, with regard to Company''s ESOP, ESPS & RSU Scheme is provided as Annexure- 3 (ii) to this Report.

Investor Education and Protection Fund (IEPF)

The Company did not declare dividend during FY 2014-15, hence no unpaid/unclaimed dividend for FY 2014-15 would be transferred to the IEPF.

The details of unpaid dividend are published on the website of the company at www.tanla.com/investors.html

Our Corporate Governance Philosophy

Corporate Governance reflects in the culture, values, and policies of Tanla. Realizing the criticality of sound corporate governance practices to enhance shareholder and stakeholder trust, Tanla observes the highest level of ethics in all its affairs.

Tanla''s corporate culture of integrity, transparency and accountability for efficient and ethical conduct of business reflects Tanla''s commitment to governance. Apart from complying with the statutory requirements, effective systems and practices towards improving transparency; implementing internal controls and encouraging ethical practices have been institutionalized at workplace.

At Tanla, we firmly believe that corporate governance standards should go beyond the law and must satisfy the spirit of law and not just the letter of the law.

Report on Corporate Governance

The report on Corporate Governance for the year ended March 31, 2022, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this annual report.

A Compliance certificate on Corporate Governance for the FY 2021-22, from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure- 4.

Board Meetings held during the year

The Board of Directors of the Company duly met 8 times during the Financial Year 2021 - 22.

The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report (Annexure - 4).

Committees of the Board of Directors

As on March 31, 2022, the Board had five committees: the Audit Committee, the Corporate Social Responsibility and ESG Council, the Nomination and Remuneration Committee, the Risk Management Committee, and the Stakeholder''s Relationship Committee. All the Committees are constituted in compliance with the provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report which forms part of this Annual Report.

Company''s Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy forms part of the NRC policy of the company.

As of March 31, 2022, the Board had eight (8) members, two (2) of whom are executive directors, two (2) nonexecutive and non-independent directors and four (4) non-executive and independent directors.

There is One Woman independent director on the Board.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report (Annexure - 4).

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, KMP, senior management and other employees. The charter of the Committee with detailed terms of reference is available on our website https://www.tanla.com/investors.html.

We affirm that the appointment/reappointment of the director is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Evaluation

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report which forms part of this Annual Report.

Directors'' and officers'' liability insurance

The company has obtained ''D & O liability insurance'' in place that covers the members of the Board including the Independent Directors & Officers for such quantum and risks as determined by its Board of Directors.

Declaration from Independent Directors

The Independent Directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16 & 25 of the SEBI (Listing Regulations) 2015.

The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

Familiarization Program for Independent Directors

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, details of the familiarization program of the Independent Directors are available on the website of the Company i.e. www.tanla.com/investors.html

A separate meeting of the Independent Directors was held on March 02, 2022.

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act,

2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them:

1. In the preparation of the annual accounts for the financial year ended March 31, 2022, the accounting standards have been followed along with proper explanation relating to material departures;

2. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently andjudgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2021-22 and of the statement of profit and loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year 2021-22 have been prepared on a going concern basis;

5. That the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Chairman & CEO.

Directors and Key Managerial Personnel

Appointment

Mr. Aravind Viswanathan was appointed as Chief Financial Officer and Key Managerial Personnel with effect from June 01, 2021.

Retirement and Resignation

Mr. G K Srinivas stepped down Chief Financial Officer and Key Managerial Personnel of the Company with effect from closure of the business hours on May 31, 2021.

Apart from the above, there were no changes in the Directors and KMP during the

financial year ended March 31, 2022.

Retirement by Rotation

As per the provisions of section 152 of the Companies Act, 2013 and in terms of Article 134 of the Articles of Association of the Company,

Mr. Deepak Goyal (DIN: 01755263), Whole-time Director, whose office is liable to retire at the 26th AGM, being eligible, seeks reappointment.

Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Re-appointment of Director

Mr. Sanjay Baweja

Mr. Sanjay Baweja was appointed as an independent director for the first term of three years effective August, 30 2019. His office of directorship is due for retirement at the upcoming 26th General meeting. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term of three years and considering the knowledge, acumen, expertise, experience and the substantial contribution, the committee has recommended the appointment of Mr. Sanjay Baweja to the Board for a second term of Two (2) years.

The Board, at its meeting held on July 25, 2022, approved the reappointment of Mr. Sanjay Baweja as an independent director of the Company with effect from the 26th Annual General meeting up to the conclusion of 28th Annual General Meeting, whose office shall not be liable to retirement by rotation.

The Board recommends his reappointment to the shareholders. The notice convening the 26th AGM to be held on August, 26 2022 sets out the details.

Mr. Rohit Bhasin

Mr. Rohit Bhasin was appointed as an independent director for the first term of three years effective August, 30 2019. His office of directorship is due for retirement at the upcoming 26th General meeting. Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of his first term of three years and considering the knowledge, acumen, expertise, experience and the substantial contribution, the committee has recommended the appointment of Mr. Rohit Bhasin to the Board for a second term of two (2) years.

The Board, at its meeting held on July 25, 2022, approved

the reappointment of Mr. Rohit Bhasin as an independent director of the Company with effect from the 26th Annual General meeting up to the conclusion of 28th Annual General Meeting, whose office shall not be liable to retire by rotation. The Board recommends his reappointment to the shareholders. The notice convening the 26th AGM to be held on August, 26 2022 sets out the details..

Mr. Sanjay Kapoor

Mr. Sanjay Kapoor was appointed as an nonexecutive director for the term of three years effective August, 30 2019. His office of directorship is due for retirement at the upcoming 26th General meeting. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term of three years and considering the knowledge, acumen, expertise, experience and the substantial contribution, the committee has recommended the appointment of Mr. Sanjay Kapoor to the Board for a next term of two (2) years.

The Board, at its meeting held on July 25, 2022, approved the reappointment of Mr. Sanjay Kapoor as an non-executive director of the Company with effect from 26th Annual General meeting up to the conclusion of 28th Annual General Meeting, whose office shall be liable to retire by rotation.

The Board recommends his reappointment to the shareholders. The notice convening the 26th AGM to be held on August, 26 2022 sets out the details..

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Internal Financial Control and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the

opinion that the Company''s internal financial controls were adequate and effective during 21-22. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis report.

Risk Management

The Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for identification, assessment and mitigation of probable risks. It ensures that all the risks are defined and mitigated in accordance with a well-structured risk management process.

During the year, the Risk Management Committee reviewed the elements of risk and the steps taken to mitigate the risks and in the opinion of the Board there are no major elements of risk, which has the potential of threatening the existence of the Company. A report on risk management and forms part of this annual report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.tanla.com/ media/images/Policies/Code_for_Disclosure_of_ Unpublished_Price_Sensitive_Information.pdf

Whistle Blower Policy/Vigil Mechanism

Pursuant to the requirement of the Companies Act,

2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

The Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to report concerns about unethical behavior. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the Company and web link thereto is www.tanla.com/investors.html

During the year, there were no whistle blower complaints received by the Company.

Particulars of Employees

The Company had 336 employees as of March 31,

2022. The Company affirms that remuneration to the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act,

2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, form part of Annexure - 5 to this Board''s report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure - 5 to this report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return as on March 31, 2022 will be uploaded on the Company''s website on at www.tanla.com/investors.html

5. Auditors and Auditors'' Report

Statutory Auditors

At the 23rd AGM of the Company, the members approved appointment of M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W as Statutory Auditors of the Company for a period of 5 years from the conclusion of that AGM till the conclusion of 28th AGM. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act,

2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the AGM.

The Auditors'' Report for fiscal 2022 does not contain any qualification, reservation or adverse remark.

The Report forms part of this Annual Report.

Internal Auditors

The Company has appointed Deloitte Touche Tohmastu India LLP as Internal Auditors for 21-22 and 22-23 to audit processes. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014 and Regulation 24A (1) of SEBI (LODR) Regulations,

2015 the Board had appointed Ms. Madhu Lakhlan, Practicing Company Secretary as Secretarial Auditors to conduct Secretarial audit of the Company for the FY 21-22. The Secretarial Audit Report issued by Ms. Madhu Lakhlan, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 7 to this Annual Report.

The Secretarial Audit Report of Karix Mobile Private Limited (material unlisted wholly-owned subsidiary of the Company) issued by Ms. Madhu Lakhlan,

Practicing Company Secretary in form MR-3 is enclosed as Annexure - 8 to this Annual Report.

Pursuant to the provisions of Regulation 24A (2) of SEBI (LODR) Regulations, 2015 the Secretarial Compliance Report issued by Ms. Madhu Lakhlan, Practicing Company Secretary is enclosed as Annexure -9 to this Annual Report. The Reports does not contain any qualification, reservation, disclaimer or adverse remark.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

Cost Audit

Pursuant to Section 148(1) of the Companies Act,

2013, Cost Audit is not required for the Company for the financial year ended March 31, 2022.

Significant and material orders passed by the Courts/ Regulators

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure - 10" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.The CSR Policy is available on the website of the Company www.tanla.com/investors.html

Business Responsibility Report (BRR)

The SEBI (Listing Regulations) 2015 mandated the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.

In compliance with the Listing Regulations, BRR disclosure is appended as Annexure - 11 to this Report.

Environmental, Social and Governance (ESG)

A report on the company''s ESG initiatives is annexed as a separate section and forms part of this Annual Report.

Human Capital

Employees are our most valuable assets and key to the success of your Company. We are committed to hiring and retaining the best talent. We always strive towards collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure-6 to this Report

Sexual Harassment of Women at Workplace.

Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH Act") the Company has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the associates are aware of the provisions of the POSH Act and rights thereunder. During the year under review, the details of complaint received are as under:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: NA

c. number of complaints pending as on end of the financial year: NA.

Acknowledgement

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers, partners and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

For and on behalf of the Board of Directors of Tanla Platforms Limited

(formerly known as Tanla Solutions Limited)

Sd/-

D. Uday Kumar Reddy

Place: Hyderabad

¹ DIN : 00003382

Date: July 25, 2022

---

Mar 31, 2021

The Board of Directors are pleased to present the twenty fifth annual report of Tanla Platforms Limited (hereinafter referred as “Tanla” or “the Company”) on the Company’s business and operations together with the audited financial statements (both standalone and consolidated) for the financial year ended March 31,2021.

Summary of Financial Results:

The summary of standalone & consolidated financial results for the current year in comparison to the previous year is as follows:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
Revenue from Operations	89,187.55	1,06,037.06	2,34,146.55	1,94,283.97
Other Income	3,082.06	913.58	2,193.48	1,236.46
Total Income	92,269.61	1,06,950.64	2,36,340.03	1,95,520.43
Expenses
Operating expenses	75,883.59	93,987.98	190908.11	1,76,423.23[
Depreciation and amortisation	711.93	32,070.52	3,956.51	37,779.58
Total Expenses	76,595.52	1,26,058.50	1,94,864.61	2,14,202.81
Profit before Tax	19646.97	(23,981.00)	41,475.42	(23,724.56)
Less: Provision for Tax incl. deferred Tax	3791.04	(4,088.79)	5861.66	2,608
Profit After Tax	15,855.93	(19,892.21)	35,613.75	(21,116.56)
Other Comprehensive Income	(173.67)	163.26	(535.64)	992.67
Total Comprehensive Income	15,682.26	(19,728.97)	35,078.11	(20,123.90)
Attributable to:
Shareholders of the Company	15,682.26	(19,728.97)	35,078.11	(20,123.90)
Non-controlling interests	-	-	-	-
Retained earnings -opening balance Add: Profit/(Loss) for the period	(2712.55) 15,855.93	17786.25 (19892.19)	(1638.02) 35613.75	20085.16 (21116.57)
Less: Dividend and dividend tax	(1357.88)	(606.61)	(1357.88)	(606.61)
Retained earnings -closing balance Earnings per Share (EPS)	11785.51	(2712.55)	32617.85	(1638.02)
Basic & Diluted	11.25	(13.92)	25.27	(14.77)

Standalone Performance

The standalone revenue from operations stood at Rs. 89,187.55 Lakhs for FY21, decreased by 15.89% YoY ( Rs 1,06,037.06 Lakhs in FY20). The net profit for FY21 stood at Rs 15,855.93 Lakhs against net loss of Rs (19,892.21) Lakhs in FY20.

Consolidated Performance

The consolidated revenue from operations stood at Rs 2,34,146.55 Lakhs in FY21 and grew by 20.52% YoY (Rs 1,94,283.97 Lakhs in FY20). The net profit for FY21stood at Rs 35,613.75 Lakhs during FY21 against net loss of Rs (21,116.56) Lakhs in FY20.

COVID-19

The second wave of Covid-19 has hit India, and hit it hard. Economic activity in India has suffered due to localised lockdowns during the second wave of Covid-19.

The Company prioritized employee well-being, health, and safety and took extensive measures to offer timely support and care. A dedicated WhatsApp chatbot was created as a helpline for all employees and many People First Initiatives were taken such as:

• Tanla Aid was setup to help employees with medical assistance, financial & emotional support as needed.

• Work from Home - Most employees were asked to work from home and all steps to ensure continued service delivery to the clients were in place.

• Recuperation Leave - A 30-day leave was granted to employees who battled Covid for rest and recuperation. Employees could also avail a five-day leave as caregivers to assist family members recover from the pandemic.

• Remote Working Assistance - An allowance to set up an ergonomic home office and stable infrastructure for making these spaces more conducive was extended to every employee.

The Company’s business as usual serviced all its customer without any disruption and this response has reinforced customer’s confidence in Tanla for keeping their business running under most challenging conditions.

Dividend:

For FY 2021, based on the Company’s performance, the Bord of Directors declared an interim dividend of Re 1/- per equity share. The Board of Directors have also recommended a final dividend of Re 1/- per equity share, taking the total dividend to Rs 2/- per equity share for FY 2021, subject to the approval of the shareholders at the ensuing AGM.

The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs.13.58 crores including dividend tax subject to corporate actions such as ongoing buyback and ESOP allotment, if any.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is disclosed in the Corporate Governance Report and is uploaded on the Company’s website www.tanla.com/investors.html

Transfer to Reserves:

The Board does not propose to transfer any profits to the reserves for the FY21.

State of Company’s affairs and future outlook:

Tanla Platforms Limited transforms the way the world collaborates and communicates through innovative CPaaS solutions. Founded in 1999, it was the first company to develop and deploy A2P SMSC in India. Today, as one of the world’s largest CPaaS players, Tanla processes more than 800 billion interactions annually and about 62% of India’s A2P SMS traffic is processed through its distributed ledger platform-Trubloq, making it the world’s largest Blockchain use case. Tanla touches over a billion lives carrying mission critical messages meeting the needs of the world’s largest customers. Tanla Platforms Limited is headquartered in Hyderabad, India and is expanding its presence globally.

Tanla is listed on leading Indian Stock Exchanges i.e. BSE Limited and National Stock Exchange Limited (NSE: TANLA & BSE: 532790).

Business Highlights

Products & Platforms

• Wisely, the patented platform launched in January, 2021 is our latest new age digital marketplace for enterprises and mobile carriers, with a global edge to edge network delivering private, secure and trusted experiences..

• Trubloq is the world’s first blockchain enabled CPaaS stack with 200B transactions processed to date since commercial launch in Sept-20, the biggest use case globally in terms of scale, transactions, and capacity.

Particulars of Loans, Guarantees or Investments:

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021

The Nomination and Remuneration Committee of the Board and the Board of Directors of the Company (“Board”) at their respective meetings held on May 17, 2021 and May 19, 2021 have approved Tanla Platforms Limited- Restricted Stock Unit Plan 2021’ (“RSU 2021” / “Plan”).

The members of the Company had approved the Plan by passing a special resolution through Postal Ballot on June 19, 2021. Salient features of the Scheme:

S. No.	Particulars	Details
1	Total number of options/ RSUs to be granted	The total number of RSUs to be granted under RSU 2021 shall not exceed 30,00,000 (Thirty Lakhs Only) which upon exercise shall be convertible into not exceeding 30,00,000 (Thirty Lakhs Only) equity shares of the Company of Re. 1 each fully paid up.
		This ceiling is subject to fair and reasonable adjustment in case of corporate actions like share split, issue of bonus shares, rights shares, etc.
II	Eligible classes of employees entitled to participate in the RSU 2021	Permanent employees and Directors, whether whole-time or otherwise, of the Company and its subsidiary companies, whether working in India or abroad, (other than Promoters / Promoters Group of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) as determined by the Nomination & Remuneration Committee (Committee).
III	Appraisal process for determining the eligibility of Employees under RSU 2021	The appraisal process for determining the eligibility of the Employees shall be decided from time to time by the Committee.
		The criteria may include parameters like tenure of association with the Company/ its subsidiary, performance during the previous years, contribution towards strategic growth, contribution to team building and succession, cross-functional relationship, corporate governance and such other parameters as may be decided by the Committee.
IV	Requirements of vesting and period of vesting	Vesting is linked to continued employment/ service and is subject to such performance parameters as the Committee may specify additionally at the time of grant of RSU.
		RSUs would vest subject to minimum vesting period of 1 (One) year, or such other minimum vesting as may be prescribed under the applicable Law/ Regulations and a maximum vesting period of 7 (Seven) years from the date of grant of such RSUs. The exact vesting schedule within this limit shall be determined by the Committee at the time of grant of RSUs.
V	Maximum period within which RSUs shall vest	RSUs granted under the Plan shall vest not later than a maximum of 7 (Seven) years from the date of grant of RSUs.
VI	Exercise price or pricing formula	The exercise price per RSU shall be the face value of underlying share as on date of exercise of such RSU.

VII	Exercise period	Vested options shall be exercised by the grantee within the maximum exercise period of 1 (One) year from the date of last vesting of RSUs, or such other shorter period as may be prescribed by the Committee at time of grant.
		In case of separation from employment/ service, the Plan envisages shorter exercise periods than that specified above on basis of reason for separation.
VIII	Maximum number of RSUs to be granted per employee and in aggregate	The maximum number of RSUs that may be granted under RSU 2021 to any eligible Employee per grant and in aggregate shall be lesser than 1% (One Percent) of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
IX	Implementation or administration of the RSU 2021	RSU 2021 shall be implemented and administered directly by the Company without involving any trust.
X	Method of option/ RSU valuation	‘Fair value method’ for valuation of RSUs as prescribed under applicable Accounting Standard notified by the competent authorities from time to

2. Incorporation of Subsidiaries:

a) Tanla Foundation (Wholly-owned section 8 subsidiary of Tanla Platforms Limited) was incorporated on July 6, 2021 to carry on CSR activities on behalf of the Company and its Subsidiaries

b) Tanla Digital (India) Private Limited (Wholly-owned subsidiary of Tanla Digital Labs Private Limited) was incorporated on July 2, 2021.

3. Buyback of Equity Shares:

The Board of Directors at their meeting held on July 22, 2021, approved the proposal for the buyback of the Company’s fully-paid equity shares having a face value of X 1/- each (“Equity Shares”), for an aggregate amount not exceeding X65,00,00,000/- (Indian Rupees Sixty Five Crores Only) excluding any expenses incurred or to be incurred for the Buyback viz. brokerage, costs, fees, turnover charges, taxes such as buyback tax, securities transaction tax, goods and services tax (if any) and income tax, stamp duty, advisors fees, printing expenses, filing fees and other incidental and related expenses and charges (“Maximum Buyback Size”) and at a price not exceeding X1,260/- (Indian Rupees Twelve Hundred Sixty Only) per Equity Share (“Maximum Buyback Price”).

There have been no material changes and commitments other than mentioned above, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Management Discussion & Analysis:

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, outlook, risks and concerns etc. is furnished separately and forms part of this Annual Report.

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them:

i. in the preparation of the annual accounts for the financial year ended March 31, 2021, the accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2020-21 and of the statement of profit and loss of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the financial year 2020-21 have been prepared on a going concern basis;

v. that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively maintained under various heads of the departments who are in then, reporting to the Chairman & CEO.

Change in the nature of business, if any:

There is no change in the nature of business of the Company or any of its subsidiaries or joint venture, during the year under review. Subsidiary, Associate & Joint Venture (JV) Companies

Karix Mobile Private Limited (formerly known as Tanla Corporation Private Limited) a wholly owned subsidiary of Tanla Platforms Limited (Tanla) based at Hyderabad, India is engaged in development of products and services.

A petition was filed on September 30, 2019 with the Hyderabad bench of Hon’ble National Company Law Tribunal (“NCLT”) in respect of the scheme of merger of Karix Mobile Private Limited and Unicel Technologies Private Limited (‘Unicel’) with Tanla Corporation Private Limited , Whollyowned Subsidiary Company of Tanla Platforms Limited (hereinafter referred as “the Scheme”), the Hon’ble NCLT pronounced its order on June 30, 2020, approving the Scheme.

Pursuant to the order of the Hon’ble NCLT, Karix Mobile Private Limited and Unicel Technologies Private Limited merged into Tanla Corporation Private Limited.

Further, pursuant to the order of the Hon’ble NCLT and subsequent to the approval of the Registrar of Companies, Ministry of Corporate Affairs, the name of Tanla Corporation Private Limited has been changed to Karix Mobile Private Limited w.e.f. August 19, 2020.

Tanla Mobile Asia Pacific Pte Limited, Singapore (“TMAP”), a wholly owned subsidiary of Tanla, based at Singapore, provides aggregator and offshore development services to clients in telecommunications and offshore service sectors.

Capitalsiri Investments Private Limited (“Capitalsiri”) a wholly owned subsidiary of Tanla based at Hyderabad, India was incorporated to carry on NBFC activity. The Company has hence surrendered its NBFC license on August 02, 2019.

Gamooga Softtech Private Limited (“Gamooga”) a wholly owned subsidiary of Tanla based at Hyderabad, India was acquired by Tanla on October 24, 2019 and is engaged in marketing automation products.

Tanla Digital Labs Private Limited (“TDLPL”) a wholly owned subsidiary of Tanla based at Hyderabad, India was incorporated on December 18, 2019, is engaged in information technology related services.

TZ Mobile Private Limited (“TZ Mobile”) is a joint venture of Tanla with Zed Worldwide (ZWW), Spain is under liquidation w.e.f. June 18, 2019 and awaiting final order from the NCLT, Hyderabad.

Jengatron Gaming Private Limited (“Jengatron”) an associate company of Tanla, provides a skill based mobile gaming platform.

Tanla Digital Labs FZ LLC, Dubai (UAE) was incorporated as wholly-owned subsidiary of TMAP on March 03, 2021.

Your Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Share Capital:

The paid-up equity share capital of the Company as on March 31,2021 stood at Rs 13,60,36,450/- divided into 13,60,36,450 equity shares of Re 1/- each. The details of the share capital are as follows:

Particulars	As at March 31,2021		As at March 31,2020
	Number of shares	Rs.	Number of shares	Rs.
SHARE CAPITAL
(a) Authorised Equity shares of Re.	20,00,00,000	20,00,00,000	20,00,00,000	20,00,00,000
1/- each
(b) Issued, Subscribed and fully paid	13,60,36,450	13,60,36,450	14,59,71,699	14,59,71,699
up equity share of Re.1/- each fully
paid-up

(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

	As at March 31,	2021	As at March 31, 2020
Particulars	No. of Shares	Rs.	No. of Shares	Rs.
Equity Shares Shares outstanding at the beginning of the year	14,59,71,699	14,59,71,699	11,56,26,827	11,56,26,827
Add: Issued and allotted during the year	67,57,503	67,57,503	3,03,44,872f	3,03,44,872f
Less: Shares bought back during the year	1,66,92,752	1,66,92,752	--
Shares outstanding at the end of the year	13,60,36,450	13,60,36,450	14,59,71,699	14,59,71,699

The Company has one class of equity shares of Re. 1/- each fully paid-up. Each shareholder is eligible for one vote per every equity share held. As on April 01, 2020 the paid-up equity share capital of the Company was Rs. 14,59,71,699/-.

During the year under review:

• The Company has issued and allotted 62,85,858 equity shares of Re 1/- each under Preferential Allotment on April 03, 2020 by way of conversion of warrants.

• Under ESOP 2015 Scheme, 4,71,645 equity shares Re 1/- each were allotted to the respective allottees.

• The Company has bought back 1,66,92,752 shares of Re 1/- each.

Buyback

During the year under review, the Board of Directors approved the buyback of not exceeding 1,90,12,345 Equity Shares (representing 12.49 % of the total number of Equity Shares in the existing total paid-up equity capital of the Company and 16.44 % and 13.02 % of the total number of Equity Shares in the total paid-up equity capital as of March 31,2019, and March 31,2020, respectively) at a price of INR 81/- (Indian Rupees Eighty one only) per equity share.

The buyback was approved by the shareholders of the Company by way of Postal Ballot. The total number of Equity Shares bought back pursuant to the buyback was 1,66,92,752 Equity Shares at a price of INR 81/- (Indian Rupees Eighty One Only) per Equity Share. The total amount

utilized in the buyback was Rs. 135,21,12,912/- (Rupees One Hundred and Thirty Five Crores Twenty One Lakhs Twelve Thousand Nine Hundred and Twelve only), excluding Transaction Costs.

Consolidated Financial Results:

During the year, the Board of Directors reviewed the affairs of the subsidiaries/JV’s. In accordance with Sub Section (3) of Section 129 of the Companies Act, 2013, your Company has prepared the consolidated financial statements of the Company, which form part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited financial statements of its Subsidiaries on its website www.tanla.com/investors.html. The annual accounts of the Subsidiary Companies/JV’s and the related detailed information shall be made available to members seeking such information at any point of time.

The statement containing the salient features of the Subsidiaries & JV’s as per sub -sections (3) of section 129 read rule 5 of Companies (Accounts) Rules, 2014 and under Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act 2013 in Form AOC -1 is herewith annexed as Annexure - 1 to this report.

Related Party Transactions:

All related party transactions that were entered into during the financial year were at an arms’ length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors had any pecuniary relationship or transactions with the Company, other than to the extent of their shareholding and except the payments made to them in the form of remuneration/sitting fee.

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies(Accounts) Rules, 2014, the particulars of contract or arrangement entered into, if any, by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as “Annexure - 2”.

Disclosure under Regulation 32 (7A) of SEBI (LODR) Regulations 2015:

During the year under review, the Company has fully utilized the amount raised by way of conversion of 62,85,858 warrants on April 03, 2020 issued through Preferential Allotment as per the objectives of the issue.

Particulars of Employees:

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure - 3 of this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure - 4 to this report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 will be uploaded on the Company’s website at www.tanla.com/investors.html

Corporate Governance:

The report on Corporate Governance for the year ended March 31,2021, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this annual report.

A Compliance certificate on Corporate Governance for the FY 2020-21, from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The SEBI (Listing Regulations) 2015 mandated the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. Your company is listed at 250th position as per the market capitalization announced by NSE as on March 31, 2021. In compliance with the Listing Regulations, BRR disclosure is appended as Annexure - 5 to this Report.

Environmental, Social and Governance (ESG)

The ESG Council formed in March 2021, is chaired by Mr. Rahul Khanna, Independent Director.

A key initiative approved by the ESG council is to become carbon neutral by year 2025.

Directors and Key Managerial Personnel:

Appointments:

During the financial year ended March 31, 2021:

Mr. Rahul Khanna (DIN:07997083) was appointed as an Additional Director under the category of Independent Director by the Board of Directors on July 17, 2020 for a period of 5 (five) years. Mr. Khanna possesses integrity and relevant proficiency, which will bring tremendous value to the Board and to the Company. The shareholders approved his appointment as an Independent Director in the 24^th AGM held on September 25, 2020.

Mr. Deepak Satyaprakash Goyal (DIN: 01755263) was appointed as an Additional Director under the category of Executive Director by the Board of Directors on July 17, 2020 for a period of 5 (five) years. The shareholders approved his appointment as an Executive Director in the 24th AGM held on September 25, 2020.

Subsequent to the end of the financial year March 31, 2021

Mr. Aravind Viswanathan was appointed as Chief Financial Officer of the Company w.e.f April 07, 2021 and Key Managerial Personnel of the Company w.e.f. June 01, 2021 by the Board of Directors.

Mr. G K Srinivas, stepped down as a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. closing of the business hour of May 31,2021.

Reappointments:

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in terms of Article 134 of the Articles of Association of the Company, Mr. Sanjay Kapoor, Director retires by rotation and being eligible, offers himself for reappointment at the ensuing annual general meeting. The Board recommends his reappointment.

Declaration from Independent Directors:

The Independent Directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 & 25 of the SEBI (Listing Regulations) 2015.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Familiarization Programme for Independent Directors:

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization programme of the Independent Directors are available on the website of the Company i.e. www.tanla.com/investors.html

A separate meeting of the Independent Directors was held on March 16, 2021.

Board Meetings:

The Board of Directors of the Company duly met 10 (times) during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Committees of the Board of Directors:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board, at its meeting held on March 12, 2021, constituted the Environment, Social and Governance (ESG) Council.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Board’s Report. Secretarial Standards:

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Internal Financial Control and their adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2020-21. Please refer Internal control systems and adequacy” in the Management Discussion and Analysis report.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the Company and web link thereto is www.tanla.com/investors.html

During the year, there were no whistle blower complaints received by the Company.

Board Evaluation:

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report.

Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated a policy relating to the nomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policy is to have an appropriate mix of executive non-executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013.

The remuneration paid to the Directors is as per the terms laid out in the nomination & remuneration policy of the Company. The nomination & remuneration policy is adopted by the Board and is placed on the Company’s website at www.tanla.com/investors.html

Risk Management:

The Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

During the year, the Risk Management Committee reviewed the elements of risk and the steps taken to mitigate the risks and in the opinion of the Board there are no major elements of risk, which has the potential of threatening the existence of the Company. A report on risk management is prepared by the Committee and forms part of this annual report.

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - 6 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The CSR Policy is available on the website of the Company www.tanla.com/investors.html AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors:

At the 23rd AGM of the Company, the members approved appointment of M/s. MSKA & Associates, Chartered Accountants, Hyderabad, Firm Registration number 105047W as Statutory Auditors of the Company for a period of 5 years from the conclusion of that AGM till the conclusion of 28th AGM. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditors’ Report for FY21 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Internal Auditors:

The Company has appointed Deloitte Touche Tohmastu India LLP as Internal Auditors for FY 2021-22 and FY 2022-23 to audit processes. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Madhu Lakhlan & Company, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the Company for the FY 2020-21. The Secretarial Audit Report issued by Ms. Madhu Lakhlan, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 7 to this Annual Report.

Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015, every listed entity and its material unlisted subsidiary incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a Company Secretary in Practice and in such form as specified, with the annual report of the listed entity.

The Secretarial Audit Report of Karix Mobile Private Limited (material unlisted wholly-owned subsidiary of the Company) issued by Ms. Madhu Lakhlan, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 8 to this Annual Report.

The Reports does not contain any qualification, reservation, disclaimer or adverse remark.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

Cost Audit:

Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not required for the Company for the financial year ended March 31, 2021. Significant and material orders passed by the Courts/Regulators:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Rating:

Ratings has been upgraded from CARE A to CARE A positive (for long term facilities) and reaffirmed CARE A1 (for short term facilities). Insurance:

All the properties and insurable interests of the Company including buildings have been fully insured.

Human Capital:

Employees are our most valuable assets and key to the success of your Company. We are committed to hiring and retaining the best talent. We always strive towards collaborative, transparent and participative organization culture, and reward individual contribution and innovation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure - 9 to this Report.

Employee Stock Option Scheme (ESOP) & Employee Share Purchase Scheme (ESPS):

Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees’ Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations”). There is no change in the ESOP scheme and ESPS scheme of the Company during the year.

The Company has an operative Employees Stock Option Scheme Plan 2015-16 (ESOP 2015) which provides for grant of stock options to eligible employees of the Company and Employee Share Purchase Scheme 2018 (ESPS 2018) for the employees of the Company and its subsidiaries.

ESOP 2015 was approved by the shareholders in their 19th AGM held on September 16, 2015. ESPS 2018 was approved by the shareholders in their EGM held on September 17th, 2018.

The details of ESOP and ESPS pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 as amended and erstwhile SEBI (Employees’ Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in Annexure - 10 to this Report.

The disclosure as required under Regulation 14 of SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015 is also available on the website of the Company and can be accessed at www.tanla.com/investors.html.

Sexual Harassment of Women at Workplace:

Pursuant to the provisions of “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” (“POSH Act”) the Company has framed a Policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected

therewith or incidental thereto. internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rights thereunder. In the year under review, the Company has not received any such complaint from any employee.

Acknowledgement:

The Board of Directors takes this opportunity to place on record its appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation of all the employees for their commitment and contribution towards achieving the goals of the Company.

For and on behalf of the Board of Directors of Tanla Platforms Limited

Sd/-

D. Uday Kumar Reddy

Place: Hyderabad Chairman & CEODate: August 30, 2021 Din : 00003382

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Mar 31, 2018

The Directors are pleased to submit their 22 nd report together with the audited financial statements of the Company for the year ended 31st March 2018.

Summary of Financial Results

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from Operations	79,161.33	57,930.00	69,193.52	49,871.50
Other Income	476.00	249.20	467.22	239.77
Total Income	79,637.32	58,179.21	69,660.75	50,111.27
Expenses Operating expenses	72,642.45	52,320.33	64,131.75	49,157.07
Depreciation	5,733.04	1,959.13	4,891.48	1,105.51
Total Expenses	78,375.49	54,279.47	69,023.24	50,262.58
Profit before Tax	1,261.83	3,899.74	637.51	(151.31)
Less: Provision for Tax incl. deferred Tax	(648.96)	(191.60)	(671.71)	(88.43)
Profit After Tax	1,910.79	4,091.34	1,309.22	(62.88)
Other Comprehensive Income	227.77	5.49	34.66	5.48
Total Comprehensive Income	2,138.56	4,096.83	1,343.87	(57.40)
Attributable to: Shareholders of the Company	2,138.56	4,096.83	1,343.87	(57.40)
Non-controlling interests	-	-	-	-
Retained earnings - opening balance	6,993.10	2,901.76	15,509.20	15,572.08
Add: Profit/(Loss) for the period	1,910.79	4,091.34	1,309.22	(62.88)
Less: Dividend and dividend tax	(333.81)	-	(333.81)	-
Retained earnings - closing balance	8,570.08	6,993.10	16,484.60	15,509.20
Earnings per Share (EPS) (?) Basic & Diluted	1.70	3.81	1.16	(0.06)

State of Company’s Affairs

Consolidated Performance:

The Consolidated Revenue from operations at Rs.791.6 Crore grew by 37% during FY 2017-18 primarily due to increased business volumes in Cloud Communication Services, increased reach in the domestic market serving all categories of enterprises through its messaging and voice platforms stabilisation of ILD hub in Singapore, global footprints and accelerated volumes in existing markets have contributed to the achieved growth during the year. Revenue has grown at a CAGR of 66% and Profit after Tax (PAT) of 103% over the past five years.

Transfer to Reserves

The Company has not proposed to transfer any amount to the general reserve for the Financial Year ended 31st March 2018.

Dividend

During the year under review, the Board has recommended a final dividend for FY 2017-18 @ 30% of the paid-up equity share capital i.e. Rs.0.30 per fully paid-up equity share of Rs.1/- each, for your consideration and approval at the ensuing 22nd Annual General Meeting of the Company.

With the proposed final dividend, the dividend for FY 2017-18 would be Rs.0.30 per fully paid-up equity share of Rs.1/- each (30% of the paid-up value) as against the total dividend of Rs.0.25 per equity share (25% of the paid-up value) declared in the previous year 2016-17.

The dividend would result in a cash outflow of Rs.4.06 Crore including dividend distribution tax.

Operations

Tanla was, founded in 1999 and listed since 2007, started its journey as the new-millennium group of mobile messaging experts, with base in Hyderabad, India, to create a world-class messaging service. Today, Tanla is a global leader in its domain as one of the largest Cloud Communication providers, handling over 90 billion business communications annually. Tanla is innovating the way enterprises communicate, continuously raising the bar through enhanced speed, ease and simplicity of Cloud Communication solutions, adopting cutting-edge technologies backed by the best of IT setup, highly scalable cloud infrastructure, industry standard processes and world-class security (ISO 27001:2013) to meet the discerning needs of a diverse clientele, from enterprises to carriers across geographies. Tanla is a public limited company on leading Indian stock exchanges (BSE CODE: 532790 and NSE: TANLA).

Listing with Stock Exchanges

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited. The annual listing fee for the financial year 2017-18 is paid to both these exchanges.

Particulars of Loans, Guarantees or Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Material Changes and Commitments

There are no Material changes and commitments, affecting the financial position of the Company during financial year 2017-18 to which the financial statements relate and the date of signing of this report.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Annual Report, as per the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement as required under Section 134 of the Companies Act, 2013

The Directors’ Responsibility Statement pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 (“the Act”) is appended as Annexure-1 to this Report.

Consolidated Financial Results

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and the Companies Act, 2013, the Consolidated Financial Statements have been prepared as per Companies Act, 2013 and Indian Accounting Standards, duly audited forms part of the Annual Report.

Consolidated Financial Statements incorporating the operations of the Company, its subsidiaries and Joint Venture Company is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries and joint venture is enclosed in Form AOC-1 as an Annexure-2 to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection in the Registered Office of the Company.

Change in the nature of business, if any

Company has formed a new subsidiary, Capitalsiri Investments Private Limited for entering into the business of Non-Banking Financial Company and has received a certificate of registration of NBFC ND TYPE - II from the Reserve Bank of India dated May 28, 2018. Apart from entering into Non-Banking sector, there is no change in the nature of business of the Company or any of its subsidiaries or joint venture, during the year under review.

Subsidiary Companies

Tanla Corporation Private Limited, India (Earlier known as Mufithumb Corporation Private Limited), a wholly owned subsidiary of Tanla Solutions Limited based at Hyderabad, India is engaged in development of products and services.

Tanla Mobile Asia Pacific Pte Limited, Singapore (hereinafter referred to as “Tanla Singapore”), a wholly owned subsidiary of Tanla based at Singapore, provides aggregator services to clients in telecommunications service sectors.

Capitalsiri Investments Private Limited a wholly owned subsidiary of Tanla Solutions Limited based at Hyderabad, India is engaged in NBFC activity. It received a Certificate of Registration from the Reserve Bank of India on May 28, 2018 and the Company is expected to commence its operations during the financial year 2018-19.

Safety, Health and Environment (SHE)

The Company believes that a clean environment in and around the work place fosters health and prosperity for individuals, groups and the community they belong to. The employees of Tanla are encouraged to undergo periodical medical examinations and as such certain health care schemes are an integral part of the Company’s policy. There were nil reportable complaints or incidents during the year under review. The Company’s policies give highest priority to safety, both occupational and general health of employees, and on environment protection.

Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The paid-up equity share capital of the Company as on March 31st, 2018 was Rs.1,124.22 Lakhs. During the year the Company had issued shares as detailed below:

	As at March	31, 2018	As at March	31, 2017
Particulars	Number of shares	Rs.	Number of shares	Rs.
SHARE CAPITAL (a) Authorised Equity shares of Rs.1/- each	12,00,00,000	12,00,00,000	12,00,00,000	12,00,00,000
(b) Issued Subscribed and fully paid up: Equity Shares of Rs.1/- each fully paid-up	11,24,21,952	11,24,21,952	10,74,85,785	10,74,85,785
	11,24,21,952	11,24,21,952	10,74,85,785	10,74,85,785

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars	As at March 31, 2018		As at March 31, 2017
Equity Shares	No. of Shares	Rs.	No. of Shares	Rs.
Shares outstanding at the beginning of the year	10,74,85,785	10,74,85,785	10,14,79,593	10,14,79,593
Add: Issued and allotted during the year	49,36,167	49,36,167	60,06,192	60,06,192
Less: Shares bought back during the year	-	-	-	-
Shares outstanding at the end of the year	11,24,21,952	11,24,21,952	10,74,85,785	10,74,85,785

The Company has one class of equity shares of Rs.1/- each fully paid-up. As on April 01, 2017 the paid-up share capital of the Company was Rs.10,74,85,785. For the year under review, the Company has alloted shares to the Promoters as mentioned below:

(a) 24,68,084 number of equity shares of face value Rs.1/- each to Mr. D. Uday Kumar Reddy (b) 24,68,083 number of equity shares of face value Rs.1/- each to Ms. D. Tanuja Reddy, upon conversion of preferential warrants into equity. With this allotment, both the promoters have subscribed in total to the preferential allotment of 99,99,999 warrants. During the FY 2016-17, the Promoters were alloted 50,63,832 equity shares subsequent to subscription to warrants and 9,42,360 fully paid up equity shares under Tanla ESOP Plan 2015. As on March 31st, 2018 the paid-up share capital of the Company is Rs.11,24,21,952.

(ii) Terms/Rights and restrictions attached to the equity shares:

The Company has only one class of equity shares having a face value of '' 1/-. Each shareholder is eligible for one vote per every equity share held.

(iii) The details of shareholder holding more than 5% shares in the Company:

Sl. No D Uday Kumar Reddy	Shareholding at the beginning of the year		Cumulative shareholding during the year
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1 At the beginning of the year	1,70,28,409	15.84	-	-
18/05/2017	9,84,155	0.90	1,80,12,564	16.46
04/07/2017	14,83,929	1.34	1,94,96,493	17.57
At the end of the year (or on the date of separation, if separated during the year)			1,94,96,493	17.34

Sl. No	D Tanuja Reddy	Shareholding at the beginning of the year			Cumulative shareholding during the year
		No. of shares	% of total shares of the company		No. of shares	% of total shares of the company
2	At the beginning of the year	1,18,51,187		11.03	-	-
	18/05/2017	9,84,155		0.90	1,28,35,342	11.73
	11/09/2017	14,83,928		1.32	1,43,19,270	12.74
At the end of the year (or on the date of separation, if separated during the year)					1,43,19,270	12.74

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure-4 to this report.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure-3 of this Report.

Extract of the Annual Return

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013 and rules framed there under, an extract of the Annual Return in form MGT-9 in the prescribed format is appended as Annexure-5 to this Report. The weblink for accessing the extract of annual return is www.tanla.com.

Your Company is committed to good Corporate Governance coupled with good corporate practices. The report on corporate governance for the year ended March 31st, 2018 pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this annual report. A Compliance Report on Corporate Governance for the year 2017-18 from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the Report of Corporate Governance.

The Corporate Governance Report, inter-alia, contains the following disclosure:

i. Number of Board Meetings

ii. Composition of Audit Committee

iii. Composition of Nomination & Remuneration Committee

iv. Composition of Stakeholders Relationship Committee

v. Composition of Corporate Social Responsibility Committee

vi. Appointment & Remuneration Policy (for Directors, Key Managerial Personnel & Senior Management Personnel of the Company)

vii. Performance Evaluation criteria of the Board, its Committees & individual Directors.

viii. Details as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, all the Independent Directors of the Company have submitted a declaration that each of them meet the criteria of Independence as prescribed in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

Pursuant to provisions of Section 203 of the Act, Mr. Dasari Uday Kumar Reddy, Chairman & Managing Director, Mr. Srinivas Gunupudi Kamoji, Chief Financial Officer and Mrs. Seshanuradha Chava, Company Secretary, are the Key Managerial Personnel (KMP) of the Company.

Mr. Gautam Sabharwal resigned as Director effective May 31, 2017 and was also reclassified from Promoter category to Public Category basis shareholders'' approval through Postal Ballot and approval from the exchanges with effect from August 04, 2017.

Apart from the above, no other Director or KMP were appointed or had retired or resigned during FY 2017-18.

Brief particulars and expertise of director seeking reappointment together with their other directorships and committee memberships have been given in the annexure to the notice of the Annual General Meeting in accordance with the requirements of the Listing Regulations and applicable Secretarial Standards.

Declaration from Independent Directors

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies act, 2013.

Familiarisation Programme for Independent Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the Director under Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are given and explained to the Director.

On their appointment, Independent Directors are familiarized about the Company’s operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the division are also made to the Directors. Direct meetings with the Chairman & Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

A meeting of Independent Directors was held on January 24, 2018.

Board Meetings

During the year ended March 31st, 2018, four (4) Board Meetings were held. And the dates on which they were held are - May 18, 2017; July 28, 2017; October 31, 2017; January 24, 2018.

Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Internal Financial Control

The Company has comprehensive internal financial control system for all major processes to ensure reliability of reporting. The system also helps management to have timely data/ feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use.

The internal financial control system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement.

The Company has an internal audit function, which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. The scope of Internal Audit is well defined and documented and the Audit Committee reviews the observations of the internal audit critically. The composition and working of the audit Committee forms part of the Corporate Governance Report.

Whistle Blower Policy/Vigil Mechanism

In staying true to our values of Passion, Result-Oriented, Wellness, Transparent & Trust, Customer Success, Give back and in line with our vision of being one of the most respected companies, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

In line with requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Vigil Mechanism/Whistle Blower Policy has been formulated for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct etc. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. The Whistle Blower Policy has been placed on website of the Company and web link thereto is www.tanla.com

During the year, no Whistle Blower complaints were received.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out evaluation of its own performance, the Directors individually and the Committees of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from Directors, covering aspects of the Board’s functioning such as adequacy of the Composition of Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directors’ performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Further the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing Regulations, the NRC has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. While formulating this policy, the NRC has considered the factors laid down in Section 178(4) of the Companies Act, 2013, which are as under:

- That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the Remuneration Policy are as follows:

- Market competitiveness;

- Role played by the individual;

- Reflective of size of the Company, complexity of the sector/industry/Company’s operations and the Company’s capacity to pay;

- Consistent with recognized best practices; and

- Aligned to any regulatory requirements.

In accordance with the policy, the Managing Director, Executive Director, KMPs and employees are paid basic salary, benefits, perquisites, allowances and annual incentive remuneration / performance linked bonus subject to achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination & Remuneration policy of the Company. The Nomination & Remuneration policy adopted by the Board is placed on the Company’s website at www.tanla.com.

Risk Management

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Company’s objectives and principles of Risk Management along with an overview of the Risk Management processes, procedures and related roles and responsibilities.

During the year, the Board reviewed the elements of risk and the steps taken to mitigate the risks and in the opinion of the Board there are no major elements of risk, which have the potential of threatening the existence of the Company. A report on risk management is prepared by the management and forms part of this annual report.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Material Subsidiaries is available on the website of the Company and web link thereto is www.tanla.com

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms’ length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Power) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year ahead has been obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

None of the Directors had any pecuniary relationship or transactions with the Company, other than to the extent of their shareholding and except the payments made to them in the form of remuneration/sitting fee.

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into, if any, by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as “Annexure-6”.

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

Audit Committee

Audit Committee of the Company meets the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

The Audit Committee comprises of Dr. A.G.Ravindranath Reddy - Chairman, and Mr. D. Uday Kumar Reddy, Mr. Ram Narain Agarwal & Ms. Kalpana Reddy - Members.

Nomination and Remuneration cum Compensation Committee

Nomination and Remuneration cum Compensation Committee meets the requirements of section 178 ofthe Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration Committee.

Corporate Social Responsibility Committee (CSR)

Corporate Social Responsibility Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013. The details of the composition of the Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, the brief outline of the Corporate Social Responsibility (‘CSR’) policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are provided elsewhere in this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy is available on the Company’s website www.tanla.com. The CSR Report for the FY 2017-18 has been annexed as Annexure-7.

2% of the average net profits of the Company for the immediately preceding three financial years calculated as per Section 198 of the Companies Act, 2013 is Rs.4.05 lakhs and the Company has spent Rs. 4.5 lakhs on CSR activities as described in Annexure-7.

Auditors

Statutory Auditors

M/s. M.N.Rao & Associates, Chartered Accountants, the auditors of the Company have completed their term of 1 year from the date of 21st AGM until the conclusion of 22nd AGM to be held in 2018 and therefore, the Board of Directors of your Company, on the recommendation of the Audit Committee, have recommended reappointment of M/s. M.N.Rao & Associates,

Chartered Accountants, Hyderabad, Firm Registration number 005386S as Statutory Auditors of the Company for a period of 1 year from the conclusion of 22nd Annual General Meeting of the Company till the conclusion of 23rd Annual General Meeting to be held in 2019.

Internal Auditors

The Company appointed Ernst & Young LLP as the Internal Auditors for FY 2017-18 to audit specific locations and processes. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. The recommendations of the internal audit team on improvements in the operating procedures and control systems are also presented to the Audit Committee and the business to use these as tools for strengthening the operating procedures.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed BS & Company Company Secretaries LLP as Secretarial Auditors to conduct Secretarial audit of the company for the financial year 2017-18. The Secretarial Audit Report issued by BS & Company Company Secretaries LLP in form MR-3 is enclosed as Annexure-8 to this Annual Report. There were nil observations / qualifications stated in the Secretarial Audit Report for FY 2017-18.

Cost Audit: Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not required for the Company for the financial year ended March 31st, 2018.

Auditors’ Qualifications/reservations/adverse remarks/Frauds reported

There are no Auditors’ qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee and/or to the Central Government as prescribed under Section 143 (12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/ Regulators

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating

CARE has affirmed its rating as CARE A2

Dun & Bradstreet has affirmed its rating as 5a3

Insurance

All the properties and insurable interests of the Company including buildings have been fully insured.

Human Capital

Employees are our most valuable assets and they play a vital role in the growth of your Company. The Company places the engagement, development and retention of talent as its highest priority, to enable achievement of organizational vision. Structure, Process and Culture are the cornerstones of our Human Resource strategy and we have made strides in these areas during the last year.

With an unswerving focus on nurturing, training and retaining talent, your Company provides avenues for learning and development through function al, behavioural and lead ership training programs, communication channels for information sharing, to name a few.

The Human Resources team plays a critical role in your Company’s talent management process. The team continues to strive to build a performance driven culture and create an environment conducive for the employee’s growth. Your Company also believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure-9 to this Report.

Employee Stock Option Scheme (ESOP)

The Company has an operative Employees Stock Option Scheme Plan 2015 (ESOP 2015-16) which provides for grant of Stock Options to eligible employees of the Company.

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations”). There was no change in the ESOP scheme of the Company during the year.

The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employees’ Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in Annexure-10 to this Report and there were 2,00,000* grant of options during FY 2017-18.

*These ESOPs were brought back to the pool due to resignation of employees who were granted options, but were not vested / exercised

Sexual Harassment Policy

The Company as required under the provisions of “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

In the year under review, the Company has not received any complaint under this Policy.

Acknowledgement

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of The Board of Directors

for Tanla Solutions Limited

Sd/-

D. Uday Kumar Reddy

Hyderabad Chairman & Managing Director

August 14, 2018 (DIN: 00003382)

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 19th Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2015.

Summary of Financial Results (Standalone):

Particulars FY 2014-15 FY 2013-14

Income from Operations 1,326,117,472 257,032,965

Operating Profit (EBITDA) 110,352,965 55,863,987

Less: Depreciation 103,826,714 107,090,414

Operating Profit before Tax 6,526,251 (51,226,428)

Add: Other Income 52,077,522 54,760,885

Profit for the year before Exceptional 58,603,773 3,534,457 Items & Tax

Less: Exceptional Items - 96,809,938

Profit before Tax 58,603,773 (93,275,481)

Less: Provision for Tax incl. deferred tax 27,910,401 3,326,009

Profit after Tax 30,693,372 (96,601,490)

Net Profit transferred to Reserves 30,693,372 (96,601,490)

Earnings Per Share : Basic/ Diluted 0.30 (0.95) (Rs. 1 each)

Share Capital 101,479,593 101,479,593

Reserves & Surplus 6,150,469,044 6,049,856,116

Total Shareholder's Funds 6,251,948,637 6,151,335,709

Book Value per Share (Rs.1 each) 61.61 60.62

State of the Company's Affairs

During the period under review, the Company has achieved revenue of Rs.1326. 12 million and net profit of Rs. 30. 70 million on a Standalone basis. During the same period, the Company has achieved revenue of Rs. 2424.91 million and net profit of Rs. 25.88 million on a consolidated basis.

Transfer to Reserves

The Company has not proposed to transfer any amount to the general reserve for the financial year ended March 31,2015.

Dividend

The Company has not declared dividend for the financial year ended March 31,2015.

Operations

Tanla Solutions [BSE: 532790 | NSE: TANLA] founded in the year 1999 listed since 2007, a Hyderabad based Indian company is a leading provider of telecom solutions to Mobile Operators., Tanla is the first Indian Company to develop and deploy SMSC with all leading telcos. Tanla serves more than 100 clients in 32 countries.

Tanla is a telecom products & solutions company that specializes in pioneering communication roadmaps and integrating various systems of communication for mobile technology.

Tanla is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) in India.

Material Changes:

There are no Material changes affecting the financial position of the Company during financial year 2014-15.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc., is furnished separately and forms part of this Annual Report.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

The Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 ("the Act") is appended as Annexure A to this Report.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its subsidiaries and Joint Venture Companies is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries and joint ventures is enclosed as an Annexure B to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company and its subsidiary companies on request and will also be kept for inspection in the Registered Office of the Company.

Subsidiary Companies

Tanla Solutions (UK) Limited, formerly Techserv Teleservices (UK) Limited, UK (hereinafter referred to as "Tanla UK"), a wholly owned subsidiary of Tanla based at London, UK, provides aggregator and offshore development services to clients in telecommunications and offshore service sectors.

Tanla Corporation Private Limited (formerly known as

Mufithumb Corporation Private Limited, India), a wholly owned subsidiary of Tanla based at Hyderabad, India is engaged in

Board's Report

development of telecom products and services. Tanla Mobile Private Limited (a 100% subsidiary company) was merged with Mufithumb Corporation Private Limited (a 100% subsidiary company) with implementation date April 01,2014 vide Honourable High Court of Andhra Pradesh and Telangana order no. C. P of 7 & 8 of 2015 dt. April 28, 2015 and subsequently the name was changed to Tanla Corporation Private Limited.

Tanla Mobile Asia Pacific Pte Limited, Singapore (hereinafter referred to as "Tanla Singapore"), a wholly owned subsidiary of Tanla based at Singapore, provides aggregator and offshore development services to clients in telecommunications and offshore service sectors.

Tanla Mobile Ireland Pvt Limited, Ireland (hereinafter referred to as "Tanla Ireland"), a wholly owned subsidiary of Tanla Singapore based at Ireland, provides aggregator services to clients in the telecommunications sector.

Tanla Mobile Middle East FZ LLC, Dubai (hereinafter referred to as "Tanla Dubai"), a wholly owned subsidiary of Tanla Singapore based at Dubai, UAE provides aggregator services to clients in the telecommunications sector.

Tanla Mobile Finland Oy, Finland (hereinafter referred to as "Tanla Finland,"), a wholly owned subsidiary of Tanla Dubai based at Finland.

Tanla Oy, Finland (hereinafter referred to as "Tanla Oy"), a wholly owned subsidiary of Tanla Finland Oy, Finland provides payment solutions to clients in telecommunications and allied areas.

Safety, Health and Environment (SHE)

Company's focus on Safety, Health and Environment continued during the year under review across all locations maintaining high safety standards. Company has put in place robust processes and performance indicators to track its SHE performance. There were nil reportable incidents during the year. The Company maintained high standards of environmental performances with all facilities operating well within norms. The Company continued its efforts to track health indicators of its entire operating staff.

Corporate Social Responsibility

As the Company has not made profits during the preceding three (3) years, the Company has not spent any amount on CSR activity.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure C to this Report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure D to this Report.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return (MGT-9) in the prescribed format is appended as Annexure E to this Report.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance is appended to this report from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

Directors and Key Managerial Personnel

In accordance with Article 121 of the Company's Articles of Association, read with Section 152 of the Act, Mr. D Uday Kumar Reddy, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Satish Kathirisetti, Director of the company resigned from the Board w.e.f. 02nd September, 2014

All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

Mr. D Uday Kumar Reddy, Mr. Gautam Sabharwal Mr. Satish Kathirisetti (resigned w.e.f Sept 02, 2014), Mr G.K.Srinivas, Chief Financial Officer and Smt. Seshanuradha Chava, Company Secretary, are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Act.

Familiarisation Programme for Independent Directors

On their appointment, Independent Directors are familiarised about the Company's operations and businesses. Interaction with the Business Heads and key executives of the Company is also

Board's Report

facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman & Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

Number of meetings of the Board of Directors

During the year ended March 31,2015, Five (5) Board Meetings were held. The dates on which the Board meetings were held are - May 30, 2014; July 08, 2014; October 17, 2014; December 27, 2014 and January 14, 2015

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and System across all key processes. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementation are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy which provides the employees, customers, vendors and Directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Board Evaluation

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Report on Corporate Governance.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Report on Corporate Governance.

Risk Management Policy

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at www.tanla.com

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm's length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration and sitting fee.

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as "Annexure B". The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

The Audit Committee comprises of Padmabhushan Ram Narain Agarwal, Chairman, and Dr. A.G.Ravindranath Reddy & Mr. Gautam Sabharwal, Members. All the recommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors

M/s Ramasamy Koteswara Rao & Co., Chartered Accountants, were appointed as Auditors of the Company for a period of three years from the conclusion of the last Annual General Meeting held on September 30, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors are appointed.

Secretarial Auditor

As per the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed BS & Company, Company Secretaries as Secretarial Auditor to conduct Secretarial audit of the company for the financial year ended on March 31, 2015. Secretarial Audit Report issued by BS & Company, Company Secretaries in form MR-3 is enclosed as a part of Corporate Governance Report.

Secretarial Auditors have observed that, there is no Woman Director on the Board of the Company.

The Company is in the process of identifying a suitable candidate to be appointed as a Woman Director on Board of the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure-F to this Report.

Employees' Stock Options

The Nomination and Remuneration Committee has cancelled the ESOP Scheme 2008 and the underlying ESOP Pool of 5,000,000 Options. The Board in its meeting held on August 13, 2015 has

approved ESOP 2015-16 Policy to its Employees with 50 Lakh fully paid-up Equity Shares, subject to the approval of Shareholders.

Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

Board's Report

No complaints have been received under this Act, during the year.

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the employees has been cordial throughout the year.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company's Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board of Directors for Tanla Solutions Limited

Sd/- D. Uday Kumar Reddy Chairman & Managing Director (DIN: 00003382)

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Mar 31, 2014

To the Members,

The Directors submit the 18th Annual Report of Tanla Solutions Limited along with the audited financial statements for the financial year ended March 31, 2014.

1. Results of Operations:

Financial Performance of the Company (Standalone): Rs.

Particulars Results Results March 31, 2014 March 31, 2013

Income from operations 257,032,965 272,186,941

Operating Profit (EBIDTA) 55,863,987 9,946,777

Less: Depreciation & amortization 107,090,414 105,732,038

Operating Profit before Tax (51,226,428) (95,785,261)

Add: Other Income 54,760,885 79,524,107

Profit for the year before Exceptional Items & Tax 3,534,457 (16,261,154)

Less: Exceptional Items 96,809,938 9,859,244

Profit before Tax (93,275,481) (26,120,398)

Less: Provision for Tax 3,326,009 (8,353,170)

Profit after Tax (96,601,490) (17,767,228)

Dividend (incl. dividend tax) - -

Transfer to General Reserve - -

Net Profit Transferred to Reserves (96,601,490) (17,767,228)

Earnings per share : Basic / Diluted (Rs. 1 each) (0.95) (0.18)

Dividend Rate - -

Share Capital 101,479,593 101,479,593

Reserves & Surplus 6,049,856,116 6,146,457,605

Total Shareholders'' Funds 6,151,335,709 6,247,937,198

Book value per share (Rs. 1 each) 60.62 61.57

1. Operational Performance :

Standalone

For the financial year ended March 31, 2014, the Company has recorded operating revenues of Rs. 2,570.33 Lakhs as against Rs. 2,721.87 Lakhs for FY ended March 31, 2013 and other income of Rs. 547.61 Lakhs for the current year as against Rs. 795.24 Lakhs in the previous year. Total sales decreased by 6% over the previous financial year.

Profits

For the financial year ended March 31, 2014, Profit Before Tax (PBT) stood at Rs. (932.75) Lakhs as against Rs. (261.20) Lakhs in the previous financial year. Profit After Tax (PAT) stood at Rs. (966.01) as against Rs. (177.67) Lakhs in the previous financial year.

Liquidity

As on March 31, 2014, Cash and Cash Equivalents stood at Rs. 1,790.12 Lakhs as against Rs. 1,847.48 Lakhs during the previous financial year.

2. Further Issue of Equity Shares on Preferential Basis

The Company has not issued Equity Shares on Preferential Basis during the financial year 2013-14.

3.Fixed Deposits

The Company has not accepted any public deposits during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

4. Directors

During the year under review, Dr. A.G.Ravindranath Reddy was appointed as Additional Director (Independent Director) on January 29, 2014 and a notice has been received from a shareholder proposing his appointment as a Director of the Company. The details of Directors seeking appointment or re-appointment as required by Clause 49 of the Listing Agreement are provided in the Notes to the Notice convening the ensuing Annual General Meeting of the Company.

During the year under review, Dr. Sudhanshu Shekar Jamuar, Independent Director, resigned from the Board on January 01, 2014.

5. Corporate Governance Report, Management Discussion & Analysis Report

As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with Certificate from Practicing Company Secretary thereon and Management Discussion and Analysis are attached and form part of this report.

6. Subsidiaries

(a) As on the date of this report, the Company has the following subsidiaries: (i) Mufithumb Corporation Private Limited (ii) Tanla Mobile Private Limited (iii) Tanla Mobile Asia Pacific Pte. Ltd., Singapore (iv) Tanla Solutions (UK) Limited , U.K.

(b) Below mentioned are the subsidiaries of Tanla Mobile Asia Pacific Pte. Ltd., Singapore: (i) Tanla Mobile Middle East FZ LLC, Dubai (ii) Tanla Mobile Ireland Pvt Ltd., Ireland

(c) Tanla Oy, Finland is a subsidiary of Tanla Mobile Finland Oy, which is a subsidiary of Tanla Mobile Middle East FZ LLC, Dubai.

(d) TZ Mobile Private Limited, incorporated in 2009 under the provisions of the Companies Act, 1956, is a joint venture between Tanla Solutions Limited and Zed Worldwide Holdings SL, Spain, each holding 50% of shareholding.

(e) In 2013, an application was submitted for winding up Tanla Mobile South Asia Pvt Ltd., and Tanla Mobile South Africa Proprietary Ltd., South Africa, subsidiaries of Tanla Mobile Asia Pacific Pte. Ltd., Singapore. Tanla Mobile Inc., has been liquidated during the financial year 2013-14.

7. Subsidiary companies and consolidated financial statements

The Company had 4 subsidiaries and 4 step down subsidiary companies as on March 31, 2014. There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreement entered into with the Stock Exchanges, consolidated financial statements of the Company is attached. The consolidated financial statements have been prepared in ac- cordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956.The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company.

A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the registered office of the Company.

8. Directors'' responsibility statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

9. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, no employee has been paid remuneration equal to or exceeding the remuneration prescribed under the above mentioned rules.

10. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

(i) Conservation of Energy

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures comensureate with the business operations have been taken to reduce and conserve the energy consumption by utilising energy efficient equipment wherever required.

(ii) Research & Development, Technology Absorption

We continue to focus and invest in Research & Development of New Products and methodologies for enhancing the qauality of products and services

(iii) Foreign Exchange earnings & outgo

The particulars regarding foreign exchange earnings and expenditure are annexed hereto and forms part of this report.

11. Employee Stock Option

The Employee Stock Options granted in October 2009 pursuant to SEBI (Employees Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999 shall be revived during the financial year 2014-15.

12. Transfer of Unclaimed Shares to Suspense Account

In accordance with Clause 5A of the Listing Agreement entered into with the Stock Exchanges, 870 Equity Shares held by 15 shareholders, were held in the "Tanla Solutions Limited-Demat Suspense Account” vide DPIDCLID:IN300484 13842503 in Axis Bank Ltd., Jubilee Hills Branch, Hyderabad as on March 31, 2014. The voting rights on these shares shall remain frozen till the rightful owner claims the same.

13. Transfer of Unpaid/Unclaimed Dividend to the "Investor Education and Protection Fund"

According to the provisions of Section 205A (5) of the Companies Act, 1956, unpaid and unclaimed dividend in the dividend account of the company has to be transferred to the "Investor Education and Protection Fund" after seven years of declaration. Shareholders are requested to ensure that they claim the dividend(s) from the Company before transfer to the Investor Education and Protection Fund. The seven year period of "Un-paid and Un-Claimed dividend for the year 2006-07” which amounts to Rs. 2,31,820 /- (Rupees Two lakhs thirty one thousand eight hundred and twenty only) expires on October 04, 2014 and the same will be transferred to the "Investor Education and Protection Fund".

Financial Year Type of Dividend Date of Declaration

2006-07 Dividend of Equity Shares 29.08.2007

2007-08 Dividend of Equity Shares 29.09.2008

2008-09 Dividend of Equity Shares 30.09.2009

2009-10 Dividend of Equity Shares 30.09.2010

2010-11 Dividend of Equity Shares 30.09.2011

Financial Amount of unclaimed Last Date for Due date Year dividend outstanding claiming unpaid for transfer as on 31.03.2014 dividend by to IEPF investors

2006-07 231,820 04.10.2014 03.11.2014

2007-08 201,613 03.11.2015 02.12.2015

2008-09 340,958 04.11.2016 03.12.2016

2009-10 198,515 04.11.2017 03.12.2017

2010-11 236,360 04.11.2018 03.12.2018

14. Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees for their dedicated services to the company, and expects continued support, higher level of productivity for achieving the targets set for the future.

15. Auditors

M/s Ramasamy Koteswara Rao & Co., Chartered Accountants, Hyderabad, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s Ramasamy Koteswara Rao & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-first AGM to be held in the year 2017, subject to the ratification of their appointment at every AGM.

The Independent Auditors'' Report to the Members of the Company on the Financial Statements for the Financial Year ended March 31, 2014 does not contain any qualification(s) or adverse observations.

16. Acknowledgement

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their support.

The directors also thank the government of various countries, Government of India, State Governments in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Tanla family globally.

On behalf of the Board of Directors, Sd/- D. Uday Kumar Reddy Chairman & Managing Director DIN : 00003382

Place : Hyderabad Date : July 08, 2014

---

Mar 31, 2013

Dear Members''

The Directors have pleasure in presenting the 17th Directors'' Report on the business and operations of our Company for the financial year ended on March 31'' 2013.

1. Results of Operations Rs.

Financial performance of the Company (Standalone):

Results Results Particulars March 31'' 2013 March 31'' 2012

Income from operations 27 21 86 941 36 83 28 675

Operating Profit (EBIDTA) 99 46 777 (65 72 494)

Less: Depreciation & amortisation 10 57 32 038 13 93 47 846

Operating Profit before Tax (9 57 85 261) (14 59 20 339)

Add: Other Income 7 95 24 107 49 18 636

Profit Before Tax (1 62 61 154) (14 10 01 703)

Less: Provision for Tax (83 53 170) (3 51 27 709)

Profit after Tax (79 07 985) (10 58 73 994)

Dividend (incl. dividend tax)

Transfer to General Reserve

Net Profit Transferred to Reserves (79 07 985) (10 58 73 994)

Earnings per share: Basic / Diluted (Rs. 1 each) (0.18) (1.04)

Dividend Rate

Share Capital 101479593 10 14 79 593

Reserves & Surplus 614 64 57 605 616 42 24 834

Total shareholders funds 624 79 37 198 626 57 04 427

Book value per share (Rs.1 each) 61.57 62.74

1. Operational Performance Standalone

The total income of the Company for the FY 2012-13 comprises operating revenues of Rs. 272.1 Lakhs as against Rs. 368.3 Lakhs in FY 2011-12 and other income of Rs. 79.5 Lakhs for the current year as against Rs. 4.9 Lakhs in the previous year. Total sales decreased by 26% over the last financial year.

Profits

For the FY 2012-13'' Profit before Tax (PBT) stood atRs. (162.61) Lakhs as againstRs. (1410.02) Lakhs in FY 2011-12. For the FY 2012-13'' Profit after Tax (PAT) stood atRs. (79.07) Lakhs as againstRs. (1058.74) Lakhs for FY 2011-12.

Liquidity

During the financial year'' cash flows have more than adequately covered working capital requirements as well as for the capital expenditure. As of 31 March'' 2013'' the Company has cash and cash equivalents of Rs. 2443.42 Lakhs '' as against Rs. 7135. 92 Lakhs on 31 March'' 2012.

2. Further Issue of Equity Shares on Preferential Basis

The company has not issued Equity Shares on Preferential basis during the financial year 2012-13.

3. Public Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act'' 1956 and the rules made there under during the financial year under review.

4. Directors

In accordance with the provisions of the Companies Act'' 1956 and Articles of Association of the Company'' Mr. Satish Kathirisetti '' Director - Chief Technology Officer retires by rotation at the forthcoming Annual General Meeting and being eligible'' offer himself for re-appointment.

A brief resume of each of Director proposed to be appointed/re-appointed'' their expertise in specific functional areas and names of companies in which he holds Directorship/Membership/Chairmanship of the Board/Committees'' as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges'' has been provided as annexure to the Notice convening Seventeenth Annual General Meeting.

Mr. Abhishek Khaitan'' Independent Director resigned from the Board on May 29'' 2013 after serving the Board since December 30'' 2004. The Board places on record its sincere appreciation for the services rendered during his tenure on Board.

5. Management Discussion and Analysis

A separate Management Discussion and Analysis Report attached elsewhere forms an integral part of this report.

6. Subsidiaries

(a) As on the date of this Report'' the Company has the following subsidiaries:

1. Mufithumb Corporation Private Limited (earlier known as Mufithumb Entertainment Private Limited)

2. Tanla Mobile Private Limited

3. Tanla Mobile Asia Pacific Pte Ltd.'' Singapore

4. Tanla Solutions (UK) Limited'' UK

(b) In February 2013'' an application was submitted in the Companies House'' UK for striking off Tanla Mobile Ltd.'' UK is a subsidiary of Tanla Solutions (UK) Ltd.'' UK.

(c) Below mentioned are the subsidiaries of Tanla Mobile Asia Pacific Pte Limited'' Singapore: (i) Tanla Mobile Middle East FZ LLC'' Dubai

(ii) Tanla Mobile Inc.'' USA

(iii) Tanla Mobile South Africa Proprietary Ltd.'' South Africa (iv) Tanla Mobile South Asia Pvt Ltd.'' Sri Lanka and (v) Tanla Mobile Ireland Pvt Ltd.'' Ireland

(d) Tanla Oy'' Finland is a subsidiary of Tanla Mobile Finland Oy'' which is a subsidiary of Tanla Mobile Middle East FZ LLC'' Dubai.

(e) TZ Mobile Private Limited'' incorporated in July 2009 under the provisions of the Companies Act'' 1956 is a Joint Venture between Tanla Mobile Pvt Ltd.'' a wholly owned subsidiary of Tanla Solutions Ltd and Zed Worldwide Holdings SL'' Spain each holding 50% of shareholding.

7. Consolidated Financial Statements

Vide General Circular No. 2/2011 dated February 08'' 2011'' the Ministry of Corporate Affairs'' Government of India has granted a general exemption to companies from attaching the Balance Sheet'' Profit & Loss Account and other documents referred to in Section 212(1) of the Act in respect of its subsidiary companies'' subject to fulfillment of the conditions mentioned therein. Accordingly'' the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/ investor and the Company will make available these documents/details upon request by any member of the company to any investor of its subsidiary companies who may be interested in obtaining the same. Further'' the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Company''s Registered Office would be posted on the website of the company. In terms of Clause 32 of the Listing Agreement with the Stock Exchanges and as prescribed by Accounting Standard 21 notified by the Government of India under Section 211(3C) of the Companies Act'' 1956'' the Audited Consolidated Financial Statements duly signed by the Statutory Auditors are annexed.

8. Directors Responsibility Statement

In terms of Section 217(2AA) of the Companies Act'' 1956'' the Board of Directors hereby confirm that:

(i) In preparation of the Annual Accounts'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been applied consistently and reasonably prudent judgements and estimates which are reasonable have been made so as to a give true and fair view of the state of affairs of the company as at March 31'' 2013 and of the loss of the company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a "Going Concern basis".

9. Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges'' a report on Corporate Governance together with a certificate from M/s BS & Company'' Practicing Company Secretaries features as part of this Annual Report.

10. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees) Rules'' 1975'' as amended'' no employee has been paid a remuneration equal to or exceeding the remuneration prescribed under the above amended rules.

12. Conservation Of Energy'' Research And Development'' Technology Absorption'' Foreign Exchange Earnings And Outgo

Conversation of Energy

The operations of the Company are not energy intensive. However'' adequate measures have been taken to conserve and reduce the energy consumption by using energy efficient hardware'' usage of natural light and other equipment. Air Conditioners are used only when required and air-conditioned areas have been treated with heat resistant material. We continue to evaluate new technologies and invest to conserve and reduce energy consumption. We believe energy saved is energy produced.

Research & Development'' Technology Absorption

The company continues to invest in research and development of new products'' processes and methodologies for improving the productivity and quality of its products and services.

Foreign Exchange earnings and outgo

The particulars regarding foreign exchange earnings and expenditure are annexed hereto and forms part of this report.

13. Employee Stock Option

Options were granted to employees in October 2009'' but no options were vested with the employees pursuant to the grant.

Disclosures in compliance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines'' 1999) as amended'' are as under:

Nature of Disclosure Particulars

41''75''000 options were granted on October 16'' 2009'' each option gives Options granted the grantee a right to subscribe to equity share of face value of Re.1/- each.

At a discount of 20% on the latest available closing market price prior to the The pricing formula date of grant of options of the company on the exchange having the highest trading volume.

Options Vested No Options were vested during the year

Options Exercised No Options were exercised during the year

Total number of shares arising as a result of exercise of option No Options were exercised during the year

Options lapsed No Options were vested during the year

Variation of terms of Options No variation has been done

Money realized by exercise of Options As no Options were exercised during the year'' no money was realized.

14. Transfer of Unclaimed Shares to Suspense Account

870 Equity Shares held by 15 shareholders'' were held in the "Tanla Solutions Limited – Demat Suspense Account" in Axis Bank Ltd.'' Jubilee Hills Branch'' Hyderabad as on March 31'' 2013 in accordance with the provisions of Clause 5A of the Listing Agreement. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

15. Transfer of Unpaid/Unclaimed Dividend to the Investor Education and Protection Fund

According to the provisions of Section 205A (5) of the Companies Act'' 1956'' unpaid and unclaimed dividend in the dividend account of the company has to be transferred to the "Investor Education and Protection Fund" after seven years of declaration. Hence pursuant to the provisions of Section 205A of the Companies Act'' 1956 and other applicable guidelines'' Rs. 85''962.50 (Rupees Eighty five thousand nine hundred and sixty two and fifty paise only) representing the "Un-paid and Un-Claimed dividend for the year 2005-06" has been transferred to the "Investor Education and Protection Fund."

16. Industrial Relations

The company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the company'' and expects continued support'' higher level of productivity for achieving the targets set for the future.

17. Auditors and Auditor''s Report

M/s Ramasamy Koteswara Rao & Co.'' Chartered Accountants'' Hyderabad'' the Statutory Auditors'' retire at the ensuing annual general meeting and are eligible for re-appointment. The company received confirmation that their appointment'' if made'' would be within the prescribed limits under the provisions of Section 224(1B) of the Companies Act'' 1956. The Auditors Report to the shareholders for the year ended March 31'' 2013 does not contain any qualification and therefore does not call for any explanations/comments.

18. Acknowledgement

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments'' bankers'' business partners'' employees'' associates and expects the same in future as well for sustaining the growth rates achieved in the past.

On behalf of Board of Directors

Sd/-

D. Uday Kumar Reddy

Date: August 08''2013 Chairman & Managing Director

Place : Hyderabad

---

Mar 31, 2012

The Directors have pleasure in presenting the 16th Directors' Report on the business and operations of our Company for the financial year ended on March 31, 2012.

1. Results of Operations in Rs.

Financial performance of the Company (Standalone):

Results Results Particulars March 31, 2012 March 31, 2011

Income from operations 36 83 28 675 28 70 50 801

Operating Profit (EBIDTA) (65 72 494) 5 45 47 723

Less: Depreciation & amortisation 13 93 47 846 31 21 72 843

Operating Profit before Tax (14 59 20 339) (25 76 25 120)

Add: Other Income 49 18 636 53 40 458

Profit Before Tax (14 10 01 703) (25 22 84 661)

Less: Provision for Tax (3 51 27 709) (7 37 93 030)

Profit after Tax (10 58 73 994) (17 84 91 631)

Dividend (incl. dividend tax) - 1 18 33 408

Transfer to General Reserve - -

Net Profit Transferred to Reserves (10 58 73 994) (19 03 25 039)

Earnings per share: Basic / Diluted (Rs.1 each) (1.04) (1.76)

Dividend Rate Nil 10%

Share Capital 10 14 79 593 10 14 79 593

Reserves & Surplus 616 42 24 834 627 00 98 828

Total shareholders funds 626 57 04 427 637 15 78 421

Book value per share (Rs.1 each) 61.74 62.79

2. Further Issue Of Equity Shares On Preferential Basis

The company has not issued Equity Shares on Preferential basis during the financial year 2011-12.

3. Public Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the financial year under review.

4. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, three Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. A brief resume of the Directors seeking re-appointment is annexed to the Notice. Details of Directors who resigned after the previous AGM till the date of this Report:

1. Mr. Surjeet Kumar Palhan, Independent Director resigned from the Board on September 30, 2011 after serving the Board since July 18, 2007.

2. Mr. Amit Gupta, Director Finance, resigned from the Board on November 01, 2011 after serving the Board since November 11 ,2005.

3. Mr. Anoop Roy Kundal, Director - Operations, resigned from the Board on December 30, 2011 after serving the Board since October 27, 2004.

4. Mr. Navnit Chachan, Director & Chief Operating Officer, resigned from the Board on June 30, 2012 after serving the Board since November 11, 2005.

5. Mr. Shrikanth Madan Chitnis, Independent Director resigned from the Board on August 14, 2012 after serving the Board since December 28, 2005.

The Board placed on record appreciation for the services rendered by the Directors during their tenure on the Board.

5. Management Discussion and Analysis

A separate Management Discussion and Analysis Report is also attached and forms part of this report.

6. Subsidiaries

The subsidiaries of the Company are:

1. Mufithumb Entertainment Private Limited

2. Tanla Mobile Private Limited

3. Tanla Mobile Asia Pacific Pte Ltd., Singapore

4. Tanla Solutions (UK) Limited, U.K.

The step down subsidiaries of the Company are:

1. Tanla Mobile Ltd., UK a subsidiary of Tanla Solutions (UK) Ltd., UK.

2. Tanla Mobile Spain SL, Spain a subsidiary of Tanla Mobile Ltd., UK.

3. Tanla Mobile Middle East FZ LLC, Dubai

4. Tanla Mobile Inc., USA

5. Tanla Mobile South Africa Proprietary Ltd., South Africa

6. Tanla Mobile South Asia Pvt Ltd., Sri Lanka and

7. Tanla Mobile Ireland Pvt Ltd., Ireland are subsidiaries of Tanla Mobile Asia Pacific Pte Ltd., Singapore

8. Tanla Mobile Finland Oy, a subsidiary of Tanla Mobile Middle East FZ LLC, Dubai

9. Tanla Oy, Finland, is a subsidiary of Tanla Mobile Finland Oy

TZ Mobile Private Limited, incorporated in July 2009 under the provisions of the Companies Act, 1956 is a Joint Venture between Tanla Solutions Ltd and Zed Worldwide Holdings SL, Spain each holding 50% of shareholding.

7. Consolidated Financial Statements

Pursuant to the exempti on granted vide General Circular No. 2/2011 dated February 08, 2011, by the Ministry of Corporate Affairs, Government of India, a gist of the financial performance of the subsidiary companies is contained in the Annual Report. The Annual Accounts of the subsidiary companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the company to any investor of its subsidiary companies who may be interested in obtaining the same.

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges and as prescribed by Accounting Standard 21 notified by the Government of India under Section 211(3C) of the Companies Act, 1956, the Audited Consolidated Financial Statements duly signed by the Statutory Auditors are annexed elsewhere in this Annual Report.

8. Directors Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been applied consistently, judgements and estimates which are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

9. Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with a certificate from M/s Ravi & Subramanyam, Practi cing Company Secretaries, Hyderabad, features as part of the Annual Report. The company will continue to implement and adhere in letter and spirit to the policies of good corporate governance.

10. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, no employee /whole-time Director has been paid a remuneration equal to or exceeding the remuneration prescribed under the above amended rules.

11. Conservation Of Energy, Research And Development, Technology Absorption, Foreign Exchange Earnings And Outgo Conversation of Energy

The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption by using energy efficient hardware, usage of natural light and other equipment. Air Conditioners are used only when required and air-conditioned areas have been treated with heat resistant material. We continue to evaluate new technologies and invest to conserve and reduce energy consumption. We believe energy saved is energy produced.

Research & Development, Technology Absorption

The company has rendered certain cost effective products and solutions to its clients as a result of its constant endeavour to research and develop new products, processes and methodologies for improving the productivity and quality of its products and services.

Foreign Exchange earnings and outgo

The particulars regarding foreign exchange earnings and expenditure are annexed hereto and forms part of this report.

12. Employee Stock Option

Options were granted to employees in October 2009, but no options were vested with the employees pursuant to the grant.

Disclosures in compliance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999) as amended, are as under:

Nature of Disclosure Particulars

41,75,000 options were granted on October 16, 2009, each option gives

Options granted the grantee a right to subscribe to equity share of face value of Re.1/- each.

At a discount of 20% on the latest available closing market price prior to The pricing formula the date of grant of options of the company on the exchange having the highest trading volume.

Options Vested No Options were vested during the year_

Options Exercised No Options were exercised during the year

Total number of shares arising as a result of exercise of option No Options were exercised during the year

Options lapsed No Options were vested during the year

Variation of terms of Options No variation has been done_

Money realized by exercise of Options As no Options were exercised during the year, no money was realized.

Total number of options in force Details of Options granted to 41,75,000

senior managerial personnel

Any other employee who receives a grant in any one year of option

No Options were granted during the year 2011-12 amounting to 5% or more of option granted during the year

Identified employees who were granted option, during any one year,

equal to or exceeding 1% of the issued capital (excluding outstanding No Options were granted during the year 2011-12 warrants and conversions) of the company at the time of grant Diluted Earnings per share(EPS) pursuant to issue of shares on

exercise of option calculated in accordance with Accounting No shares were issued as no options were exercised.

Standard(AS) 20 - Earnings Per Share

(i) Method of calculation of employee compensation cost.

(ii) Difference between the compensation cost using the intrinsic value of the stock options(which is the method of accounting used by the company) and the Compensation cost that would have been recognized in the accounts if the As no shares were allotted during the year 2011-12, this section fair value of options had been used as method of Accounting. is in-applicable

(iii)Impact of difference mentioned above in (i) above on the profits of the company.

(iv) Impact of the difference mentioned in (i) above on the EPS

_of the company__

(i) Weighted Average exercise price of options As no shares were allotted during the year 2011-12, this section is

(ii) Weighted Average fair value of options in-applicable

(i) Method used to estimate the fair value of options

(ii) Significant assumptions used

(Weighted Average information relating to all grants):-

(a)Risk free interest rate

As no shares were allotted during the year 2011-12, this section is in-

(b) Expected life of options ,

(c) Expected volatility applicable

(d) Expected dividend yields

(e) Price of the underlying share in market at the time/of option granted

13.Transfer of Unclaimed Shares to Suspense Account

870 Equity Shares held by 15 shareholders, in the "Tanla Solutions Limited - Demat Suspense Account" in Axis Bank Ltd., Jubilee Hills Branch, Hyderabad, as on March 31, 2012 in accordance with the provisions of Clause 5A of the Listing Agreement. The voting rights on these shares shall remain frozen till the rightful owner of these shares claims the shares.

14. Transfer of Unpaid/Unclaimed Dividend to the Investor Education and Protection Fund

Pursuant to Section 205A(5) of the Companies Act, 1956, and other applicable guidelines,Rs. 1,28,579.00 (Rupees One lakh twenty eight thousand five hundred and seventy nine only) representing the "Un-paid and Un-Claimed dividend for the year 2004-05" has been transferred to the Investor Education and Protection Fund.

15. Industrial Relations

The company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the company, and expects continued support, higher level of productivity for achieving the targets set for the future.

16. Auditors and Auditor's Report

M/s Ramasamy Koteswara Rao & Co., Chartered Accountants, Hyderabad, the Statutory Auditors, retire at the ensuing annual general meeting and are eligible for re-appointment. The company received confirmation that their appointment, if made, would be within the prescribed limits under the provisions of Section 224(1B) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended March 31, 2012 does not contain any qualification and therefore does not call for any explanations/comments.

17. Group

List of Promoters including the Promoter Group of the company comprising "Group" as defined under the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) pursuant to Regulation 3(1)(e)(i) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 are:

1. Mr. D. Uday Kumar Reddy

2. Mrs. D. Tanuja Reddy

3. Mr. Satish Kathiriseffi

4. Mr. Gautam Sabharwal

18. Acknowledgements

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments, bankers, business partners, employees, associates and expects the same in future as well for sustaining the growth rates achieved in the past.

On behalf of Board of Directors

Sd/-

Date: 14 August, 2012 D. Uday Kumar Reddy

Place : Hyderabad Chairman & Managing Director

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Mar 31, 2011

To the Members,

The Directors have great pleasure in presenting the 15th Annual Report of business and operation together with Audited Financial Statement of Accounts for the financial year April 01 2010 to March 31 2011.

RESULTS OF OPERATIONS

In Rs.

Financial performance of the Company (Standalone):

Results Results

Particulars March 31, 2011 March 31, 2010

Income from operations 28 70 50 801 51 05 54 953

Operating Profit (EBIDTA) 5 45 47 723 10 93 26 111

Less: Depreciation & amortisation 31 21 72 843 18 14 96 395

Operating Profit before Tax (25 76 25 120) (7 21 70 283)

Add: Other Income 53 40 458 6 68 36 431

Profit Before Tax (25 22 84 661) (53 33 852)

Less: Provision for Tax (7 37 93 030) (3 79 83 035)

Profit after Tax (17 84 91 631) 3 26 49 183

Dividend (incl. dividend tax) 1 18 33 408 1 18 72 605

Transfer to General Reserve 8 16 230

Net Profit Transferred to Reserves (19 03 25 039) 1 99 60 349

Earnings per share: Basic / Diluted (Rs.1 each) (1.76) 0.33

Dividend Rate 10% 10%

Share Capital 10 14 79 593 10 00 28 376

Reserves & Surplus 627 00 98 828 646 04 23 867

Total shareholders funds 637 15 78 421 656 04 52 243

Book value per share (Rs.1 each) 62.79 65.59

SUBSIDIARIES

The subsidiaries of Tanla Solutions Limited are (i) Mufi Thumb Entertainment Pvt Ltd, India (ii) Tanla Mobile Asia Pacific Pte Ltd, Singapore (iii) Tanla Solutions (UK) Ltd., UK and (iv) Tanla Mobile Private Limited, India

Tanla Mobile Ltd ,UK is a subsidiary of Tanla Solutions (UK) Ltd. UK. Tanla Mobile Spain SL, Spain, is a subsidiary of Tanla Mobile Ltd, UK

(i)Tanla Mobile Middle East FZ LLC, Dubai,

(ii)Tanla Mobile Inc, USA,

(iii)Tanla Mobile South Africa Proprietary Ltd, South Africa

(iv)Tanla Mobile South Asia Pvt Ltd, Srilanka and

(v) Tanla Mobile Ireland Pvt Ltd, Ireland are subsidiaries of Tanla Mobile Asia Pacific Pte Ltd, Singapore.

Tanla Oy, Finland is a subsidiary of Tanla Mobile Finland Oy which is a subsidiary of Tanla Mobile Middle East FZ LLC, Dubai.

TZ Mobile Private Limited, incorporated in July 2009 is a Joint Venture Company between Tanla Mobile Private Limited and Zed Worldwide Holdings SL, Spain each holding 50% of shareholding.

DIVIDEND

The Board recommends a Dividend of 10 % (Re.0.10 per equity share of Rs. 1/- each), as per Companies (Declaration of Dividend out of Reserves) Rules, 1975, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. The dividend if declared as above, would involve an outflow of Rs.10, 147, 959 towards dividend and Rs.1,685,449 towards dividend tax.

The registers of members and share transfer books shall remain closed from September 28th, 2011 to September 30th, 2011 (both days inclusive).

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

The company has not issued Equity Shares on Preferential basis during the financial year ended 31st March, 2011.

FIXED DEPOSITS

During the financial year 2010-11, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on 'Management Discussion and Analysis' (MDA), pursuant to Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

PARTICULARS PURSUANT TO EXEMPTION UNDER SEC 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956, documents in respect of the various subsidiaries viz., Directors' Report, Auditors' Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, the Government of India, Ministry of Corporate Aff airs, has vide letter No.47/15/2011-CL-III dated 27 January 2011, granted a general exemption to applicability of the provisions of Section 212(1) of the Companies Act, 1956. As required under the circular the Company shall make available the audited annual accounts of the subsidiary companies and related detailed information to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Offi ce of the Company during business hours.

Information pertaining to the subsidiary companies to be declared as a part of the consolidated financial statements is in page no. 54.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shrikanth Madan Chitnis, Mr. Surjeet Kumar Palhan, Mr.Satish Kathirisetti and Mr. Anoop Roy Kundal, retire by rotation at the forthcoming Annual General Meeting and being eligible, off er themselves for re-appointment.

A Brief resume of each of the Directors proposed to be appointed/re-appointed, their expertise in specific functional areas and names of the Companies in which they hold Directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges has been provided elsewhere in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217 (2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give true and fair view of the state of aff airs of the Company as at March 31st 2011 and of the Loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a "going concern" basis.

CORPORATE GOVERNANCE

Our Directors reaffi rm their continued commitment to good corporate governance practices and Our Company adheres to all major stipulations in this regard as provided in Clause 49 of the Listing Agreement which relate to Corporate Governance. A detailed report on the Corporate Governance, together with, a certificate from Ms Chada Srivani, Practicing Company Secretary, BS & Co., Company Secretaries forms part of this report.

INTERNAL CONTROL SYSTEM

The Company has proper and adequate systems of internal control system commensurate with the size and nature of its business to ensure protection of assets, proper financial & operating functions and compliance with the policies, procedures, applicable Acts and Rules. The company's internal controls are supplemented by sound internal audit practices. The Audit Committee at their meetings regularly reviews the financial, operating, internal audit & compliance reports to improve performance. Further, the company has an independent internal audit system. The process of internal audit involves, reviewing of existing controls and systems. Internal Audit also recommends actions for strengthening of the business processes. The internal audit ensures adherence to operating guidelines, regulatory and legal requirements.

RISK MANAGEMENT SYSTEM

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. A system has been formulated based on Balanced Score Card with various appropriate measures and accountabilities to identify, assess, prioritise and mitigate the risks. Reports generated from the system are monitored regularly to ensure that appropriate corrective actions are taken.

The company manages business risks through strict compliance and internal checks. It will not be out of context to state that the system has worked very effectively during the year under review.

STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

In terms of the amended Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, no employee/Whole time Director has been paid a remuneration equal to or exceeding the remuneration prescribed under the above amended rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Conservation of energy

Our operations are not energy intensive; however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

Technology Absorption

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation.

Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings, this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

Foreign Exchange earnings & outgo:

The particulars regarding foreign exchange earnings and expenditure are annexed hereto and forms part of this report.

TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT

As on 31st March, 2011, 870 Unclaimed Equity Shares held by 15 Shareholders , were held in the " Tanla Solutions Limited - Demat Suspense Account" in Axis Bank, Jubilee Hills, Hyderabad in compliance with the provisions of Clause 5A of the Listing Agreement. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

According to Section 205A(5) of the Companies Act, 1956, unpaid and unclaimed dividend in the dividend account of the Company has to be transferred to Investor Education and Protection Fund after seven years of declaration. Hence pursuant to Sec 205 (A) of the Companies Act,1956 and other applicable guidelines, Rs. 41,000 representing the unpaid and unclaimed dividend for the year 2003-04 has been transferred to Investor Education and Protection Fund.

HUMAN RESOURCES

Our Company believes that the quality of employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunities to equip them with required skills. Our Company constantly strives to provide the employees with the required training to hone their skills.

AUDITORS AND AUDITORS' REPORT

M/s.Ramasamy Koteswara Rao, Chartered Accountants, Hyderabad, Statutory Auditors of the Company, shall hold offi ce until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. certificate from the Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended March 31, 2011 does not contain any qualifi cation and therefore does not call for any explanation/comments.

GROUP

List of Promoters including the Promoter Group of the Company comprising "Group" as defined under the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) pursuant to Regulation 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 are:

1. Mr. D.Uday Kumar Reddy

2. Mrs.D.Tanuja Reddy

3. Mr.Satish Kathirisetti

4. Mr.Anoop Roy Kundal

5. Mr.Navnit Chachan

6. Mr.Amit Gupta

7. Mr.Gautam Sabarwal

ACKNOWLEDGEMENT

Our Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Our Directors also wish to place on record their appreciation for the sincere services rendered by the employees of our Company during the year. Their dedication, teamwork and efficiency are commendable.

Sd/- Date: September 05, 2011 D. Uday Kumar Reddy

Place:Hyderabad Chairman & Managing Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the Fourteenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended on March 31, 2010.

(In Rs.)

Particulars Results

March 31, 2010 March 31, 2009

Income from operations 510,554,953 1,723,834,549

Operating Profit (EBIDTA) 109,326,111 991,136,043

Less: Depreciation & amortisation 181,496,395 160,462,174

Operating Profit before Tax - 72,170,283 830,673,869

Add: Other Income 66,836,431 72,548,530

Profit Before Tax - 5,333,852 903,222,399

Less: Provision for Tax - 37,983,035 170,397,201

Profit after Tax 32,649,183 732,825,198

Dividend (incl. dividend tax) 11,872,605 58,497,500

Transfer to General Reserve 816,230 73,282,520

Net Profit Transferred to Reserves 19,960,348 601,045,178

Earnings per share: Basic / Diluted (Re.1 each) 0.33 7.33

Dividend Rate 10% 50%

Share Capital * 100,028,376 100,000,000

Reserves & Surplus 6,460,423,867 6,350,087,514

Total shareholders funds 6,560,452,243 6,450,087,514

Book value per share (Re.1 each) 65.59 64.50

Subsidaries

The subsidiaries of Tanla Solutions Limited are (i) MufThumb Entertainment Pvt Ltd, India (ii) Tanla Mobile Asia Pacifc Pte Ltd, Singapore and (iii) Tanla Solutions (UK) Ltd., UK.

Tanla Mobile Ltd (UK) is a subsidiary of Tanla Solutions (UK) Ltd.

Tanla Mobile Spain SL, Spain, is a subsidiary of Tanla Mobile

Ltd, (UK)

(i)Tanla Mobile Middle East FZ LLC, Dubai,

(ii)Tanla Mobile Inc, USA,

(iii) Tanla Mobile Malaysia Sdn. Bhd., Malaysia,

(iv)Tanla Mobile South Africa Proprietary Ltd, South Africa

(v) Tanla Mobile Australia Pty Ltd, Australia,

(vi) Tanla Mobile South Asia Pvt Ltd, Srilanka and

(vii) Tanla Mobile Ireland Pvt Ltd, Ireland are subsidiaries of

Tanla Mobile Asia Pacifc Pte Ltd, Singapore.

Tanla Mobile Finland Oy was incorporated by Tanla Mobile Middle East FZ which holds 100% shareholding of Tanla Oy (formerly Openbit Oy) as on date.

Tanla Mobile Australia Pty Ltd, Australia, was deregistered in January 2010 as confrmed by ASIC, Australia.

During the year our Company incorporated:

(i) Tanla Mobile Private Limited, a SEZ Company and wholly owned subsidiary of Tanla Solutions Limited

(ii) TZ Mobile Private Limited , a joint venture company(JVC), with Zed Worldwide Holdings SL, Spain

Joint Venture

TZ Mobile Private Limited, the joint venture company, is engaged in the business of providing the following services:

- Sale of mobile content and services to end users.

- Carriers outsourcing services including the Management of carriers portals.

- Mobile Advertising.

- Design and monitoring of marketing campaigns for Telecom Companies and other companies.

- New MVAS products or services addressable to the direct to consumer market.

These services span across -

- Voice (Songs, dialogs, ring tones, caller tunes etc),

- Text (PSMS, WAP based texts for jokes, astro, info services, etc involving push-pull services)

- Video (voice and video messages)

The business is conducted in accordance with the business plan to be mutually agreed upon by the parties.

Dividend

The Board has recommendsed a Dividend of 10 % (Re.0.10 per equity share of par value of Re. 1/- each), as per Companies (Declaration of Dividend out of Reserves) Rules, 1975, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. The fnal dividend if declared as above, would involve an outfow of Rs.10, 147, 959 towards dividend and Rs.1, 724, 646 towards dividend tax.

The registers of members and share transfer books shall remain closed from September 25, 2010 to September 30, 2010(both days inclusive).

Our Directors propose to transfer Rs. 816, 230 to the General Reserve account retaining Rs. 19, 960, 348 in the Proft & Loss Account, after dividend and dividend tax.

Fixed Deposits

During the fnancial year 2009-10, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975

Management Discussion and Analysis

A detailed section on Management Discussion and Analysis (MDA), pursuant to Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

Employee Sock Option Scheme

The grant of stock options to employees is a mechanism to align the interest of employees with those of the Company, to provide them with an opportunity to share the growth of the Company and also to foster long-term commitment. Towards achieving this goal, approval of the members was obtained in the Annual General Meeting held on August 29, 2007, to create, issue, ofer options and allot equity shares under the Employee Stock Option Scheme. The Remuneration Commit- tee met on October 16, 2009; and allotted options to the eligible employees.

Disclosure in compliance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999), as amended, are as under:

Nature Of Disclosure Particulars

Options granted 41,75,000 options were granted on October 16, 2009, each option grantee gives the grantee a right to subscribe to equity share of face value of Rs.1/- each

The pricing formula At a discount of 20% on the latest available closing market price prior to the date of grant of options of the company on the exchange having the highest trading volume.

Options vested Options would be vested with the Employees from Oct 2010

Options Exercised No Options were exercised during the year

Total number of shares arising as a result of exercise of option No Options were exercised during the year

Options lapsed No options lapsed during the year

Variation of terms of options No variation has been done

Money realized by exercise of options As no options were exercised during the year, no money was realized

Total number of options in force 41,75,000

Details of options granted to senior managerial personnel

Any other employee who receives a grant in any one year of option Name & Designation No. of Options granted

amounting to 5% or more of option granted during that year 1. Vessa Pekka Kirsi, Vice-President 6,50,000

Tanla Oy Finland

Identified employees who were granted option, during any one year, equal Name & Designation No. of Options granted

to or exceeding 1% of the issued capital (excluding outstanding warrants 1. Arto Lehtonen, Vice-President 10,00,000

and conversions) of the company at the time of grant Tanla Oy Finland

Diluted Earnings per share(EPS)) pursuant to issue of shares on exercise of No shares were issued as no options were exercised

option calculated in accordance with Acco unting Standard (AS) 20

Earnings Per Share -

(i) Method of calcul ation of employee compensation cost.

(ii) Difference be tween the compensa tion cost using the intrinsic value of

the stock options (which is the method of accounting used by the

Company)and the Compensation cost that would have been recognized

in the accounts if the fair value of Options had been used as method of As no shares were allotted during the year 2008-09, this

accounting section is in-applicable for this year,

(iii) Impact of the difference mentioned above in

(i) above on the profits of the Company

(iv) Impact of the difference mentioned in

(i) above on the EPS of the

Company

(i) Weighted Ave rage exercise p rice of Options

(ii)Weighted a verage fair va lue of Options

(i)Method used to estimate the fair value of Options

(ii)Significant assumptions used (Weighted Avera ge information relating to all grants):-

(a)Risk free in terest rate As no shares were allotted during the year. 2008-09, this

(b) ExpectedHthe Options section is in-applicable for this year,

(c) Expected volatility

(d) Expected div idend yields

(e) Price of the underlying share in market at the time of option grant

Issue of Equity Shares on Preferential Basis

The Company has in accordance with the statutory provisions, including SEBI (ICDR) Regulations, 2009 Guidelines, and with the approval of the members sought through postal ballot, issued and allotted 1,479,593 equity shares of Re. 1 each at a price of Rs. 61.53 including a premium of Rs. 60.53 each fully paid-up, on a preferential basis to the current management team of erstwhile Openbit Oy, Finland (now known as Tanla Oy) on March 24 2010. This preferential issue was made with the objective to augment long-term fund requirements of the Company for ongoing capital expenditure, new acquisitions and for general corporate purposes.

Pursuant to the issue of equity shares on preferential basis, the paid-up equity share capital of the Company increased from Rs. 100,000,000/- to Rs. 101,479,593/- consisting of 101,479,593 equity shares of face value Re.1 each.

Statement Pursuant to Exemption Under SEC 212(8) of the Companies Act 1956

We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the stand- alone fnancial statements of the Company and each of its subsidiaries. We, therefore, applied to the Ministry of Corpo- rate Afairs, Government of India and obtained vide letter no: 47/128/2010/CL-III dated March 15 2010, an exemption from the requirement of presenting detailed fnancial statements of each subsidiary. In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Proft and Loss Account, and Report of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company. However, these documents will be made available upon request by any member of the Company. As directed by the Central Government, the fnancial data of the subsidiaries has been furnished under Financial Information of Subsidiary Companies, which forms part of this Annual Report. The annual accounts and related detailed information of the Company including that of subsidiaries will be kept for inspec- tion by any member at the registered ofce of the company. Further, pursuant to Accounting Standard (AS - 21) prescribed under Companies (Accounting Standards) Rules, 2006, Consolidated Financial Statements prescribed by the Company include fnancial information of subsidiaries.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Padmabhushan Ram Narain Agarwal, Mr. Abhishek Khaitan and Mr. S.S. Jamuar, retire by rotation at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. A brief resume, expertise and details of other directorship and committee membership thereof of these Directors are given in the explanatory statement annexed to the Notice convening the 14th Annual General Meeting.

The Board of Directors in its meeting held on May 14 2010, re-appointed for a period of 5 years, 1) Mr. D. Uday Kumar Reddy as the Chairman & Managing Director of the Company with efect from May 15 2010, 2) Mr. Amit Gupta as the Director-Finance of the Company with efect from April 01 2010. In this Board Metting, Mr. Navnit Chachan was redis- gnated as the Director- Technical & Engineering with efect from April 01 2010 and re-appointed for a further period of 5 years with efect from May 01 2010.

Mr. Harish Kumar Villadath, Independent Director has resigned from the Board of Directors with efect from January 28 2010.

A Brief resume of each of the Directors proposed to be appointed/re-appointed, their expertise in specifc functional areas and names of the Companies in which they hold Directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges has been provided as an annexure to the Notice convening 14th Annual General Meet- ing.

Directors Responsibility Statement

The Board of Directors in terms of Section 217 (2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give true and fair view of the state of afairs of the Company as at March 31 2010 and of Proft of the Company for the year ended on that date;

c) the Directors have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a "going concern" basis.

Corporate Governance

Our Directors reafrm their continued commitment to good corporate governance practices and Our Company adheres to all major stipulations in this regard as provided in Clause 49 of the Listing Agreement which relates to Corporate Governance. A detailed report on the Corporate Governance, together with, a certifcate of complaince from BS& Company, Company Secretaries, Hyderabad, forms part of this report.

Internal Control System and its Adequecy

The company has proper and adequate systems of internal control system commensurate with the size and nature of its business to ensure protection of assets, proper fnancial & operating functions and compliance with the policies, proce- dures, applicable Acts and Rules. The companys internal controls are supplemented by sound internal audit practices. The Audit Committee at their meetings regularly reviews the fnancial, operating, internal audit & compliance reports to improve performance. Further, the company has an indepen- dent internal audit system. The process of internal audit involves, reviewing of existing controls and systems. Internal Audit also recommends the actions for strengthening of the business processes. The internal audit ensures adherence to operating guidelines, regulatory and legal requirements.

Risk Management System

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. A system has been formulated based on Balanced Score Card with various appropriate measures and accountabilities to identify, assess, prioritise and mitigate the risks. Reports gener- ated from the system are monitored regularly to ensure that appropriate corrective actions are taken.

The company manages business risks through strict compli- ance and internal checks. It will not be out of context to state that the system has worked very efectively during the year under review.

Statement Pursuant to SECTION 217(2A) of the Companies Act,1956

Information as required under Section 217(2A) of the Compa- nies Act, 1956 read with the Companies (Particulars of Employ- ees) Rules, 1975, is given as an Annexure to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Conservation of energy

Our operations are not energy intensive; however signifcant measures are taken to reduce energy consumption by using energy efcient computers and purchasing energy efcient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efcient.

Technology Absorption

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service oferings, this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

Foreign Exchange earnings & outgo:

The particulars regarding foreign exchange earnings and expenditure are annexed hereto and forms part of this report.

Transfer of Unclaimed Shares to Suspense Account

As on 31.03.2010, 940 Equity Shares of 16 Shareholders laid unclaimed in the Escrow Account of the Company with the Registrar, due to non-availability of the correct particulars. Despite constant eforts to locate the Shareholder, such as reminders to the address given in the Application form and as captured from depositories database, by the Registrars, viz., M/s Karvy Computershare Private Limited, no response has been received. As a result the said unclaimed shares have been credited to “ Tanla Solutions Limited – Demat Suspense Account” in compliance with the provisions of Clause 5A of the Listing Agreement.

Every successful allottee who has not received the shares in his/her demat Account may approach the Company or M/s Karvy Computershare Private Limited, with their correct particulars and proof of their identity for crediting of the Shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Human Resources

Our Company believes that the quality of employees is the key to its success in the long run and is committed to provide necessary human resource development and training oppor- tunities to equip them with required skills. Our Company has granted options to deserving employees during the fnancial year 2009-10, under the Employee Stock Option Scheme 2007, as our Company believes in rewarding performance and providing the employees an opportunity to share the growth of the Company.

Patent & Award

Tanla was granted a Patent by, The Registry of Patents, Singa- pore, and the indian patent ofce, for Automated Meter Read- ing and Method thereof.

A detailed note on the patent has been annexed elsewhere in this report.

Tanla Solutions Limited ranked 25th in the Deloitte Fast 50 Indian 2009 Program. This Program ranks fastest growing technology Companies in India based on their percentage revenue growth over the last three fnancial years.

Auditors and Auditors Report

M/s. Ramasamy Koteswara Rao, Chartered Accountants, Hyder- abad, Statutory Auditors of the Company, shall hold ofce until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certifcate from the Auditors has been obtained to the efect that their re-appointment, if made, would be within the limits specifed under Section 224 (IB) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended March 31, 2010 does not contain any qualifcation and there- fore does not call for any explanation/comments.

Acknowledgement

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efciency have been commendable.

On behalf of the Board of Directors,

Sd/

D. Uday Kumar Reddy

Chairman & Managing Director

Place : Hyderabad

Date : September 05, 2010