TANLA PLATFORMS LIMITED — AGM Information 2022

Aug 4, 2022

Tanla Platforms Limited T: +91-40-40099999 (Formerly known as Tanla Solutions Limited) info@tanla.com Tanla Technology Center www.tanla.com Hi-tech city Road, Madhapur, Hyderabad, India - 500081 CIN: L72200TG1995PLC021262

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August 4, 2022

To,

	BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 ScripCode:532790	National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol:TANLA

Dear Sir / Madam,

Sub: Notice of the 26[th] Annual General Meeting (the “AGM”) of Tanla Platforms Limited (the “Company”).

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find the enclosed herewith the Notice convening 26[th] Annual General Meeting of the Members of Tanla Platforms Limited scheduled to be held on Friday, August 26, 2022, at 03:00 PM IST through Video Conferencing/Other Audio-Visual Means.

The Notice of AGM is also available on the Company’s website at: https://www.tanla.com/media/images/Annual/AGM_Notice_2022.pdf

Request you to take the same on record and oblige.

Thanking you,

Yours faithfully,

For Tanla Platforms Limited

(Formerly known as Tanla Solutions Limited)

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Seshanuradha Chava Company Secretary

Encl: As above

Notice of the Annual General Meeting

NOTICE OF THE 26TH ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty sixth (26th) Annual General Meeting of the Members of Tanla Platforms Limited (formerly known as Tanla Solutions Limited) will be held on Friday, August 26, 2022 at 3:00pm IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS

1. Adoption of Financial Statements

To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022 together with the reports of the Board of Directors and of the Auditors thereon.

2. To declare Final Dividend

To declare final dividend of ₹ 2/- per equity share of ₹ 1/- each to the shareholders for the financial year ended on March 31, 2022

3. Appointment of Mr. Deepak Goyal (DIN: 01755263), as Director liable to retire

To appoint a director in place of Mr. Deepak Goyal (DIN: 01755263), who retires by rotation and being eligible, seeks re-appointment.

SPECIAL BUSINESS:

4. To approve the remuneration of Mr. D. Uday Kumar Reddy (DIN: 00003382) Chairman & CEO of the Company

To consider and if thought fit, to pass the following resolution as Special Resolution:

RESOLVED THAT , pursuant to provisions of Sections 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time thereto and the Articles of Association of the Company, and subject to such modifications, variations as may be approved and acceptable, approval of the Members of the Company be and is hereby accorded to continue the existing remuneration of INR 240.00 Lakh per annum to Mr. D. Uday Kumar Reddy (DIN:00003382), Chairman & CEO of the Company, based on the recommendation of the Board of Directors at their meeting held on dated July 25, 2022 for a period of 2 (two) years with effect from this 26th AGM up to the conclusion of the 28th AGM to be held during 2024, excluding other benefits, allowances, perquisites.

RESOLVED FURTHER THAT , Mr. D. Uday Kumar Reddy, (DIN: 00003382) Chairman & CEO would be eligible for the following perks as recommended by the Board at its meeting dated July 25, 2022 in addition to the above mentioned remuneration, as per Section 197 read with Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 or any Statutory modification(s) or re-enactment thereof;

• a. Contribution to Provident Fund, Superannuation Fund or Annuity Fund as per Company Rules.

• b. Gratuity payable at a rate not exceeding half month’s salary for each completed year of service.

• c. Encashment of leave as per the Company’s rules at the end of tenure.

d. Medical Insurance

RESOLVED FURTHER THAT , Directors/Company Secretary of the Company, be and is hereby severally authorised to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.

5. Re-Appointment of Mr. Rohit Bhasin (DIN: 02478962) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as special resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, and recommendations of the Nomination and Remuneration Committee, and the Board, Mr. Rohit Bhasin (DIN: 02478962) who holds office as an independent director up to the conclusion of 26th AGM be and is hereby reappointed as an independent director, not liable to retire by rotation, for a second term of 2 (two) years with effect from this 26th AGM up to the conclusion of the 28th AGM to be held during 2024.

RESOLVED FURTHER THAT any of the Director/Company Secretary of the Company, be and is hereby severally authorized to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.

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6. Re-Appointment of Mr. Sanjay Baweja (DIN: 00232126) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, and recommendations of the Nomination and Remuneration Committee, and that of the Board, Mr. Sanjay Baweja (DIN: 00232126) who holds office as an independent director up to the conclusion of 26th AGM be and is hereby reappointed as an independent director, not liable to retire by rotation, for a second term of 2 (two) years with effect from this 26th AGM up to the conclusion of the 28th AGM to be held during 2024.

RESOLVED FURTHER THAT any of the Director/Company Secretary of the Company, be and is hereby severally authorized to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.

7. Re-Appointment of Mr. Sanjay Kapoor (DIN: 1973450) as Non-Executive Director of the Company

To consider and, if thought fit, to pass with or without modification, the following resolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 152, 161(1) and any other applicable provisions of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, of the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof), Mr. Sanjay Kapoor (DIN: 1973450), who holds office as Non-Executive director up to the conclusion of 26th AGM, be and is hereby appointed as Non-Executive Director of the Company for a period of 2 (two) years, with effect from this 26th AGM up to the conclusion of the 28th AGM to be held during 2024. and shall be liable to retire by rotation.

RESOLVED FURTHER THAT Directors/Company Secretary of the Company, be and is hereby severally authorized to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.

For and on behalf of the Board of Tanla Platforms Limited (formerly known as Tanla Solutions Limited)

Place: Hyderabad Date: July 25, 2022

Registered Office: Tanla Platforms Limited Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

Sd/Seshanuradha Chava General Counsel M. No. - A15519

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Notice of the Annual General Meeting

NOTES:

1. Pursuant to the General Circulars 2/2022 dated May 05, 2022 and 19/2021 dated January 13, 2022 and other circulars issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC.

2. An Explanatory Statement under Section 102(1) of the Companies Act, 2013, in respect of the Special Business to be transacted at the meeting is annexed to this notice.

3. Company has appointed M/s. National Securities Depository Limited (NSDL), to provide remote e-voting and e-voting at the AGM and VC/OAVM facility for the Annual General Meeting.

4. A member entitled to attend and vote at the Annual General Meeting (“the Meeting”) is entitled to appoint a proxy to attend and vote on a poll, instead of himself/herself and the proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM, physical attendance of the members of the Company are dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance slip are not annexed to this Notice.

5. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email to madhu@madhulakhlan.com with a copy marked to evoting@nsdl.co.in.

6. Pursuant to Regulation 36(3) of the SEBI (LODR) Regulations, 2015, the information about the Directors proposed to be appointed /re-appointed is appended as Annexure -1 to the notice.

7. The Register of Members and the Share Transfer Books of the Company will remain closed from August 20, 2022 to August 26, 2022.

8. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact Registrar and Transfer Agents of the Company namely M/s. KFin Technologies Limited (hereinafter referred to as “KFintech”) having its Office at Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500032 quoting their folio Numbers.

9. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4. It may be noted that any service request can be processed only after the folio is KYC Compliant.

10. Members holding shares in dematerialized mode are requested to intimate all changes pertaining to their bank account details, ECS mandates, nominations, power of attorney, change of address/ name etc. to their depository participant only and not to the Company or its Registrar and Transfer Agent. The said nominations will be automatically reflected in the Company’s records.

11. Non-Resident Indian Members are requested to inform KFintech, immediately of:

• a. Change in their residential status on return to India for permanent settlement.

• b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

12. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / KFintech.

14. Members may note that the Board, at its meeting held on April 29, 2022, had recommended a final dividend of ₹2 per share. The record date for the purpose of final dividend for FY 21-22 is August 19, 2022. The final dividend, once approved by the members in the ensuing AGM, will be paid within 30 days as per applicable regulations. electronically through various online transfer modes to those members who have updated their bank account details. For members who have not updated their bank account details, dividend warrants / demand drafts / cheques will be sent to their registered addresses.

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To avoid delay in receiving dividend, members are requested to update their KYC with their depositories (where shares are held in dematerialized mode) and with the Company’s Registrar and Transfer Agent (RTA) (where shares are held in physical mode) to receive dividend directly into their bank account on the payout date.

15. Members may note that the Income-tax Act, 1961, (“the IT Act”) as amended by the Finance Act, 2020, mandates that dividend paid or distributed by a company on or after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (“TDS”) at the time of making the payment of final dividend. To enable us to determine the appropriate TDS rate as applicable, members are requested to submit relevant documents, as specified in the below paragraphs, in accordance with the provisions of the IT Act. For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

Members having valid Permanent Account Number (PAN)	10%* or as notifed by the Government of India
Members not having PAN / valid PAN	20% or as notifed by the Government of India

*** As per the Finance Act, 2021, Section 206AB has been inserted effective July 1, 2021, wherein higher rate of tax (twice the specified rate) would be applicable on payment made to a shareholder who is classified as ‘Specified Person’ as defined under the provisions of the aforesaid Section.**

However, no tax shall be deducted on the dividend payable to resident individual shareholders if the total dividend to be received by them during financial year 2022-23 does not exceed ₹5,000, and also in cases where members provide Form 15G / Form 15H (Form 15H is applicable to resident individual shareholders aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower / nil withholding of tax. PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above.

For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable sections of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable. However, as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA), read with Multilateral Instrument (MLI) between India and the country of tax residence of the shareholders, if they are more beneficial to them.**

For this purpose, i.e. to avail the benefits under the DTAA read with MLI, non-resident shareholders will have to provide the following:

• a. Copy of the PAN card allotted by the Indian income tax authorities duly attested by the shareholders or details as prescribed under rule 37BC of the Income-tax Rules, 1962

• b. Copy of the Tax Residency Certificate for financial year 2022-23 obtained from the revenue or tax authorities of the country of tax residence, duly attested by shareholders

• c. Self-declaration in Form 10F

• d. Self-declaration by the shareholders of having no permanent establishment in India in accordance with the applicable tax treaty

• e. Self-declaration of beneficial ownership by the non-resident shareholder

• f. Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by the shareholders

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT Act at the rate of 20% (plus applicable surcharge and cess) or the rate provided in relevant DTAA, read with MLI, whichever is more beneficial, subject to the submission of the above documents, if applicable.**

** As per the Finance Act, 2021, Section 206AB has been inserted effective July 1, 2021, wherein higher rate of tax (twice the specified rate) would be applicable on payment made to a shareholder who is classified as ‘Specified Person’ as defined under the provisions of the aforesaid section. However, in case a non-resident shareholder or a non-resident Foreign Portfolio Investor (FPI) / Foreign Institutional Investor (FII), higher rate of tax as mentioned in Section 206AB shall not apply if such non-resident does not have a permanent establishment in India.

The aforementioned documents are required to be emailed to dividend2022@tanla.com on or before August 19, 2022. No communication would be accepted from members after August 19, 2022 regarding tax-withholding matters. TDS certificates in respect of tax deducted, if any, can be subsequently downloaded from the income-tax website. Shareholders can also check their tax credit in Form 26AS from the e-filing account at https://www.incometax.gov.in/iec/foportal or “View Your Tax Credit” on https://www.tdscpc.gov.in.

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Notice of the Annual General Meeting

16. In terms of Section 72 of the Companies Act, 2013, a member of the Company may nominate a person with whom the shares held by him/her shall vest in the event of his/her death. Members desirous of availing this facility may submit nomination in prescribed Form-SH-13 to the Company/RTA in case shares are held in physical form, and to their respective depository participant, if held in electronic form.

17. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to send their e-mail address to the following: evoting@nsdl.co.in

18. In compliance with the MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report for the financial year 2021- 22 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories.

19. Members may also note that the Notice of the 26th AGM and the Annual Report for FY 2021-22 will also be available on the Company’s website www.tanla.com , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL i.e https://www.evoting.nsdl.com/. For any communication, the shareholders may also send requests to the Company’s email id: investorhelp@tanla.com.

20. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.

21. Since the AGM is being held through VC/OAVM, the Route Map is not annexed in this Notice.

22. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

23. Voting through electronic means: In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is pleased to provide its members, facility to exercise their right to vote at the 26th Annual General Meeting (AGM) by electronic means and the businesses may be transacted through e-voting services provided by with National Securities Depository Limited (NSDL). The procedure for participating in the e-voting is given below:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Monday August 22, 2022 at 09:00 A.M. and ends on Thursday August, 25, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. August 19, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 19, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

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

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

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

Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL.

• Login Method

• 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Notice of the Annual General Meeting

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. August 19, 2022, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. August 19, 2022, may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in demat	request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
mode with NSDL
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in demat	request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or
mode with CDSL	022-23058542-43

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

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

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

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

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

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

4. Your User ID details are given below :

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Manner of holding shares i.e.
Demat (NSDL or CDSL) or Your User ID is:
Physical
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a.	For Members who hold	8 Character DP ID followed by 8 Digit Client ID
	shares in demat account	For example if your DP ID is IN300 and Client ID is 12* then your user ID is
	with NSDL.	IN30012*.
b.	For Members who hold shares in demat account	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is
	with CDSL.	12**
c.	For Members holding	EVEN Number followed by Folio Number registered with the company
	shares in Physical Form.	For example if folio number is 001 and EVEN is 101456 then user ID is 101456001****

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

• a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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

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c. How to retrieve your ‘initial password’?

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

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

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

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

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

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

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

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

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

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

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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

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

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

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

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

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to madhu@madhulakhlan.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Ms. Soni Singh) at evoting@nsdl.co.in

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Notice of the Annual General Meeting

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (investorhelp@tanla.com).

If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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

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

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join Meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

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

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

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

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (investorhelp@tanla.com). The same will be replied by the company suitably.

INSTRUCTIONS FOR SPEAKER REGISTRATION:

1. Members who would like to express their views/ask questions during the meeting need to register themselves as a speaker by sending their request mentioning their name, demat account number/folio no., e-mail ID and mobile number at investor help@tanla.com from August 24, 2022, 9:00 am IST to August 25, 2022, 5:00 pm IST.

2. Those members who have registered themselves as speakers in advance will only be allowed to express their views/ask questions during the meeting.

3. The company reserves the right to limit the number of speakers depending on the availability of time at the AGM.

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EXPLANATORY STATEMENT

Pursuant to Section 102 (1) of the Companies Act, 2013 (“the Act”) read with section 110 of the Companies Act, 2013.

Item No. 4

The members are hereby informed that Mr. D. Uday Kumar Reddy was appointed as Chairman & Managing Director of the Company for a period of 5 years at the 23rd Annual General Meeting of the Company.

He was re-designated as Chairman & CEO of the Company in the 24th AGM held on Septmebr 25, 2020 for the rest of his tenure.

Further the members had approved remuneration of INR 240 Lakh p.a.for next 3 (Three) years with effect from October 1, 2019, excluding other benefits, allowances, perquisites, which is expiring on September 30, 2022.

As per the provisions of Section 196 of the Companies Act, 2013, and based on the recommendation of Nomination and

Remuneration Committee, Board at their meeting held on July 25, 2022 approved remuneration of Mr. D. Uday Kumar Reddy, Chairman & CEO at INR 240.00 lakhs p.a. for the next 2 (Two) years with effect from this 26th AGM up to the conclusion of the 28th AGM to be held during 2024, excluding other benefits, allowances, perquisites.

Statement as required under Part II of Section II of Schedule V to the Companies Act, 2013:

I. General Information:

• a. Nature of Industry: Tanla transforms the way the world collaborates and communicates through innovative CPaaS solutions.

• b. Date or expected date of commencement of commercial production: Certificate of commencement of business certificate was issued by ROC in July 1995.

• c. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: N.A.

• d. Financial performance based on given indicators:

	Financial performance based on given indicators:		(₹in Lakhs)
	Particulars	FY 21-22	FY 20-21
	Paid up Capital	1,357.46	1,360.36
	Income from operations	1,24,687.30	89,187.55
	EBIDTA	13,311.53	13,313.68
	Proft before Tax	15,384.00	19,646.97
	Proft after Tax	11,868.24	15,855.93

e. Foreign investments or collaborations of the company if any:

Particulars	FY 21-22	FY 20-21
Foreign Portfolio Investors	13.46%	15.02%
Foreign Nationals	0.06%	0.06%

II. Information about the appointee:

• a. Background details: Not Applicable

• b. Past remuneration: The shareholders in the 23rd AGM approved an annual remuneration of INR 240.00 Lakh with effect from October 2019 to September 2022.

• c. Recognition or awards: Not applicable

• d. Remuneration Proposed: The Nomination and Remuneration Committee in its meeting held on July 23, 2022 proposed to continue existing remuneration of INR 240.00 Lakh for a period of 2 (two) years from this 26th AGM upto the conclusion of 28th AGM to be held during 2024, subject to the approval of members by passing Special Resolution in the 26th Annual General Meeting.

• Board of Directors at their meeting held on July 25, 2022 proposed to continue existing remuneration of ₹ 240.00 Lakh for a period of 2 (two) years from this 26th AGM upto the conclusion of 28th AGM to be held during 2024, subject to the approval of members by passing Special Resolution in the 26th Annual General Meeting.

• e. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: Based on the comparative study conducted by the company and as per the recommendations of the Nomination and Remuneration Committee, Board has deemed fit to approve an annual remuneration of ₹ 240.00 Lakhs, excluding perquisites mentioned in Schedule V of the Companies Act, 2013.

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Notice of the Annual General Meeting

• f. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: There is no pecuniary relationship either directly or indirectly with the Company, or relationship with the managerial personnel except with Mrs. D. Tanuja Reddy, the co-promoter of Tanla Platforms Limited. In addition, Mr. D. Uday Kumar Reddy holds 2,92,39,225 equity shares constituting 21.54% of the paid-up capital of the Company. Mrs. D. Tanuja Reddy holds 21088127 equity shares constituting 15.54% of the paid-up capital of the Company as on March 31, 2022.

III. Other Information:

• a. Reasons of loss or inadequate profits: NA

• b. Steps taken or proposed to be taken for improvement: Strategy section explains the Company’s Strategy on future initiatives

• c. Expected increase in productivity and profits in measurable terms: The Company expects to generate increased revenues in the coming years.

Your directors recommend the said resolution for your approval as Special Resolution.

Except Mr. D Uday Kumar Reddy and his relatives, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution. This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Item No. 5

The Board of Directors of the Company appointed Mr. Rohit Bhasin as an Additional and an Independent Director of the Company with effect from August 30, 2019, pursuant to Section 161 of the Companies Act, 2013. He was regularised as an Independent Director of the Company for a period of three (3) years in the 23rd Annual General Meeting (AGM) held on Septermber 30, 2019. His directorship is due for retirement in this 26th AGM.

The Board based on the recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Mr. Rohit Bhasin as an Independent Director for a term of two (2) years on the Board of the Company i.e., from this 26th AGM up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024.

The Company has received from him all statutory disclosures / declarations including, (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

The Board, based on the recommendation of the Nomination and Remuneration Committee, considers that, given the background and experience, the continued association of Mr. Rohit Bhasin would be beneficial to the Company, and it is desirable to continue to avail his services as an Independent Director.

In terms of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed th at Mr. Rohit Bhasin be re-appointed as an Independent Directors for a term of two (2) consecutive years fromthis 26th AGM up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024.

The Company has received a declaration of independence from Mr. Rohit Bhasin. In the opinion of the Board, Mr. Rohit Bhasin fulfills the conditions specified in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as Independent Director of the Company.

The Company has also received a notice under Section 160 of the Companies Act, 2013 from a member, intending to nominate Mr. Rohit Basin to the office of independent director.

The Board considers that his association would be of immense benefit to the Company, and it is desirable to continue to avail his services. Accordingly, the Board recommends the passing of resolution set out in item no. 5 as an Special Resolution.

Brief Details, as required pursuant to the Regulation 36(3) of the Listing Regulations and Secretarial Standards-2 issued by ICSI, is attached as annexure-1 to this notice.

None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolutions.

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Item No. 6

The Board of Directors of the Company appointed Mr. Sanjay Baweja as an Additional and an Independent Director of the Company with effect from August 30, 2019, pursuant to Section 161 of the Companies Act, 2013. He was regularised as an Independent Director of the Company for a period of three (3) years in the 23rd Annual General Meeting (AGM) held on Septermber 30, 2019. His directorship is due for retirement in this 26th AGM.

The Board based on the recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Mr. Sanjay Baweja as an Independent Director for a term of two (2) years on the Board of the Company i.e., from this 26th AGM up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024.

The Company has received from him all statutory disclosures / declarations including, (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

The Board, based on the recommendation of the Nomination and Remuneration Committee, considers that, given the background and experience, the continued association of Mr. Sanjay Baweja would be beneficial to the Company, and it is desirable to continue to avail his services as an Independent Director.

In terms of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed that Mr. Sanjay Baweja be re-appointed as an Independent Directors for a term of two (2) consecutive years from the date of this 26th Annual General Meeting up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024.

The Company has received a declaration of independence from Mr. Sanjay Baweja. In the opinion of the Board, Mr. Sanjay Baweja fulfills the conditions specified in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as Independent Director of the Company.

The Company has also received a notice under Section 160 of the Companies Act, 2013 from a member, intending to nominate Mr. Sanjay Baweja to the office of independent director.

The Board considers that his association would be of immense benefit to the Company, and it is desirable to continue to avail his services. Accordingly, the Board recommends the passing of resolution set out in item no. 6 as an Special Resolution.

Brief Details, as required pursuant to the Regulation 36(3) of the Listing Regulations and Secretarial Standards-2 issued by ICSI, is attached as annexure-1 to this notice.

None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolutions.

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Notice of the Annual General Meeting

Item No. 7

The Board of Directors of the Company appointed Mr. Sanjay Kapoor as an Additional Director of the Company with effect from August 30, 2019, pursuant to Section 161 of the Companies Act, 2013. He was regularised as an Non-Executive Director of the Company for a period of three (3) years in the 23rd Annual General Meeting (AGM) held on Septermber 30, 2019. His directorship is due for retirement in this 26th AGM.

The Board based on the recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Mr. Sanjay Kapoor as an Independent Director for a term of two (2) years on the Board of the Company i.e., from this 26th AGM up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024.

In the opinion of the Board, Mr. Sanjay Kapoor is a person of integrity and possesses relevant expertise and experience and fulfils the conditions for re-appointment as a director as specified in the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and any modification(s)/amendment(s), Mr. Sanjay Kapoor will act as a non-executive director for an additional period of two (2) years, from this 26th AGM upto the conclusion of the 28th AGM to be held during 2024 and who shall be liable to retire by rotation.

A brief resume, as required pursuant to the Regulation 36(3) of the Listing Regulations and Secretarial Standards-2 issued by ICSI, is attached as annexure-1 to this notice.

Keeping in view the experience and expertise, his re-appointment as Non-executive Director of the Company is recommended by the Board for approval by the Members by passing of resolution set out in item no. 7 as an Special Resolution..

None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolutions.

For and on behalf of the Board of Tanla Platforms Limited (formerly known as Tanla Solutions Limited)

Place: Hyderabad Date: July 25, 2022

Registered Office: Tanla Platforms Limited Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

Sd/Seshanuradha Chava General Counsel M. No. - A15519

Tanla Annual Report 2021-22

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Annexure-1

Additional Information

(Details of the Directors proposed to be appointed/ re-appointed pursuant to Regulation 36(3) of SEBI (LODR) Regulation, 2015 and Secretarial Standards on General meetings).

==> picture [525 x 35] intentionally omitted <==

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

Particulars Deepak Goyal Rohit Bhasin Sanjay Baweja Sanjay Kapoor
----- End of picture text -----

Date of Birth	31-10-1971	29-03-1960	11-10-1960	28-02-1962
Date of frst appointment on the Board.	17-07-2020	30-08-2019	30-08-2019	30-08-2019
Qualifcation	MBA	CA	CA	MBA
Experience & Expertise	Mr. Deepak Satyaprakash Goyal comes with an experience of more than 25 years in scaling, diversifying, and trans- forming businesses of diferent size and scale across the IT and Telecom domain. Mr. Goyal joined Karix Mobile Private Limited (previously known as Air2Web) in 2006 as Vice President - Sales and became COO in the year 2013. He has been instrumental in driving revenue growth and establish- ing Karix as the market leader in India. Earlier Mr. Goyal worked in General Management roles with companies like Tulip Telecom, Free Markets Inc. and Wyse Technology. Mr Goyal is a Computer Science Engineer from Amravati University. He has also completed MBA in Marketing from Fore School of Man- agement in 1997.	With over 37 years, Mr. Rohit Bhasin has an experience in leading organisations such as Standard Chartered Bank, AIG Inc., and Pricewaterhouse Coo- pers (PwC). In addition to general manage- ment expertise, he has a strong functional ex- perience in the Finance area including Business Strategy, Investment Advisory, Business Planning & Restruc- turing and Corporate Finance, across sec- tors. Mr. Rohit Bhasin is currently serving as a Board member/Trustee in Azad Foundation, Mobile Creches and Independent Director on the Board of Star Health and Allied Insurance Company Limited and Yatra Online Limited.	Sanjay Baweja is a seasoned business professional having rich experience of running the businesses as well as startups. He is also a turnaround and M&A strategist . To his credit is the Emaar MGF story where he was the founding team member which became a US$ 7 bn valued entity. He also had experience in setting up Telecom Cir- cles in India for Bharti Airtel a leading telecom player. Sanjay was instrumen- tal in business turn- around of loss making Tata Communication, including its South African subsidiary into EBIDTA accre- tive, where he was the Standing Chairman and Chairman Audit Com- mittee. He was also the key player in turning around the ATM busi- ness ( TTPSL) where has was the Superviso- ry Director. Sanjay has also been involved in large M&A’s for Emaar MGF , the Tata group and also Flipkart . He has been member of the Board and Chairman Audit Committee of On mobile.	With an illustrious career spanning over 34 years, 18 of which have been in telecom- munications, Mr. Sanjay Kapoor was the Chief Executive Ofcer for India and South Asia of India’s largest telecom Company, Airtel. Mr. Sanjay’s leadership ex- tended well beyond the confnes of Airtel and he elevated himself as an industry spokesper- son globally. For more than 13 years he played an active role in various industry forums like CII, COAI and NASSCOM.

Tanla Annual Report 2021-22

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Notice of the Annual General Meeting

Qualifcation, Experience & Expertise			Sanjay also helped the Bhartiya Group with its transformation Agenda as Group President. In his personal capacity Sanjay also represents a clutch of Investors who from the technolo- gy start up space. Sanjay is currently the Global CFO for OnMo- bile Global and is also helping BLS Interna- tional with its acquisi- tion strategy. Sanjay Is a Chartered Accountant and a Cost accountant by Education and has been a group CFO of companies like , Suzlon , Flipkart , Tata Com- munications and Emaar MGF.
Directorship in other Companies.	1. Karix Mobile Private Limited (Formerly known as Tanla Corpo- ration Private Limited)	1. Karix Mobile Private Limited (Formerly known as Tanla Corporation Private Limited) 2. Star Health and Allied Insurance Company Limited 3. Select Synergies and Services Private Limited 4. Yatra Online Limited 5. Securenow Tech- services Private Limited	1. Karix Mobile Private Limited (Formerly known as Tanla Corporation Private Limited) 2. Nextgen Telesolu- tions Private Limited 3. Onmobile Global Limited 4. Savan Retailers Private Limited 5. Mobile Voice Kon- nect Private Limited	1. VLCC Health Care Limited – Indepen- dent Director 2. Tech-Connect Retail Pvt. Ltd. – Director 3. OnMobile Global Limited - Indepen- dent Director 4. Saudi Telecom Company – Non-Ex- ecutive Director 5. Napino Auto and Electronics Limited
Number of Shares held in the Company includ- ing shareholding as a benefcial owner.	38,10,454 Equity Shares	Nil	1,70,000 Equity Shares	1,59,000 Equity Shares
Disclosure of Inter-se relationship between Directors and KMP’s.	No inter-se relationship between Directors and KMP’s	No inter-se relationship between Directors and KMP’s	No inter-se relationship between Directors and KMP’s	No inter-se relationship between Directors and KMP’s
Membership of* Committees in other Companies.***	-	4	1	4
Chairmanships of* Committees in other Companies.**	-	2	1	2

Tanla Annual Report 2021-22

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Details of Remuneration sought to be paid and the remuneration last drawn by such person.	Nil	As per section 149 and 197 of the Companies Act 2013. Remuneration last drawn -₹25.00lakhs (by way of sitting fees)	As per section 149 and 197 of the Companies Act 2013. Remuneration last drawn -₹19.00lakhs (by way of sitting fees)	As per section 149 and 197 of the Companies Act 2013. Remuneration last drawn-₹416 lakhs during FY 2021-22 through his consulting frm Z-Axis Manage- ment Consultants & Strategic Advisors LLP
Number of Board meetings attended during the year (FY 2021-22).	8/8	8/8	8/8	8/8
Listed Entity from which director has re- signed in the past 3yrs.	NIL	NIL	NIL	NIL

• Memberships/ Chairmanships of Audit/ Stakeholder Committee(s) is only considered (Refer Regulation 26(1) of Listing Regulations)

For and on behalf of the Board of Tanla Platforms Limited (formerly known as Tanla Solutions Limited)

Place: Hyderabad Date: July 25, 2022

Registered Office: Tanla Platforms Limited Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

Sd/Seshanuradha Chava General Counsel M. No. - A15519

Tanla Annual Report 2021-22

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