TANLA PLATFORMS LIMITED — AGM Information 2023

Aug 15, 2023

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 15, 2023

To,

	BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 ScripCode:532790	National Stock Exchange of India Ltd. “Exchange Plaza” Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol:TANLA

Sub: Notice of the 27[th] Annual General Meeting (AGM).

Dear Madam/Sir,

Pursuant to the provisions of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find enclosed herewith Notice convening the 27[th] Annual General Meeting of shareholders of the Company for the financial year 2022-23 (Notice), being sent to the members through electronic mode.

The 27[th] AGM of the Company will be held on Wednesday, September 06, 2023, at 5:00 p.m. (IST) via Video Conference/Other Audio-Visual Means.

The Notice of the AGM is also available on website of the Company at: https://www.tanla.com/media/images/Annual/AGM_Notice_2023.pdf

This is for your information and records.

Thanking you

Yours faithfully,

For Tanla Platforms Limited

SESHANURADHA Digitally signed by SESHANURADHA CHAVA CHAVA Date: 2023.08.15 23:59:31 +05'30' Seshanuradha Chava General Counsel and Company Secretary ACS-15519

Encl: as above.

Notice of the Annual General Meeting

NOTICE OF THE 27TH ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty Seventh (27th) Annual General Meeting (AGM) of the Members of Tanla Platforms Limited (“the Company”) will be held on Wednesday, September 06, 2023 at 5.00 PM 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, 2023 together with the reports of the Board of Directors and Auditors thereon.

2. To declare Final Dividend

To declare a final dividend of Rs. 4/- per equity share of Re.1/- each for the financial year ended March 31, 2023.

3. To appoint a Director liable to retire by rotation

Mr. D. Uday Kumar Reddy (DIN: 00003382), who retires by rotation and being eligible, offers himself for re-appointment and in this connection to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force), the approval of the Members of the Company be and is hereby accorded for the re-appointment of Mr. D. Uday Kumar Reddy (DIN: 00003382) as Director, to the extent that he is required to retire by rotation and continue as an Whole time Director and Chief Executive Officer designated as Executive Chairman and Chief Executive Officer of the Company as per the approval accorded by the Members at the 23rd Annual General Meeting of the Company held on September 30, 2019 and as revised/amended from time to time.”

SPECIAL BUSINESS:

4. Consent of Members for increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to Persons / Bodies Corporate

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

RESOLVED THAT, pursuant to the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any modification or reenactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide any security in connection with a loan to any other body corporate or person and (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, as they may in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of INR 1000 Crores (Rupees One Thousand Crores only) over and above the limit of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT, the Board of Directors (or a Committee thereof constituted for this purpose) be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

Date: August 04, 2023 Place: Hyderabad Registered Office: Tanla Platforms Limited Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

For and on behalf of the Board of Tanla Platforms Limited

Sd/Seshanuradha Chava General Counsel & Company Secretary M. No. - A15519

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

NOTES:

1. Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, latest being the General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (MCA) and Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 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. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company situated at Tanla Technology Centre, Hitech City Road, Madhapur, Hyderabad-500081.

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. 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.

4. Corporate members intending to authorise their representatives pursuant to Section 113 of the Act to participate in the Meeting and cast their votes through e-voting, are requested to send certified copy of the Board / governing body resolution / authorisation, etc. authorising their representatives to attend and vote on their behalf by email to mahadev.pcs@gmail.com and a copy be marked to evoting@kfintech.com.

5. 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 to the notice.

6. Relevant Date/Cut-off Date to vote on the resolutions set out to be passed at the 27th Annual General Meeting (the AGM) of the Company and the Record Date for the purpose of payment of final dividend for the FY’23, is Wednesday, August 30, 2023.

7. The Register of Members and the Share Transfer Books of the Company will remain closed from August 31, 2023 to September 06, 2023 (inclusive of both days).

8. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities by October 1, 2023, and linking PAN with Aadhaar by June 30, 2023 vide its circular dated March 16, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA, KFin Technologies Limited, at einward.ris@kfintech.com. The forms for updating the same are available at https://www.tanla.com/investors.html.

Members holding shares in electronic form are, therefore, requested to submit their PAN to their DP.

In case a holder of physical securities fails to furnish PAN and KYC details before October 1, 2023 or link their PAN with Aadhaar, in accordance with the SEBI circular dated March 16, 2023, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the RTA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

1. As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination, are requested to register the same by submitting Form No. SH-13. If a Member desires to opt-out or cancel the earlier nomination and a fresh nomination, the Member may submit the same in form ISR-3 or form SH-14, as the case may be. The said forms can be downloaded from the Company’s website https://www.tanla.com/investors.html (under ‘Investors’ section). Members are requested to submit the said form to their respective DPs in case the shares are held in electronic form, and to the RTA in case the shares are held in physical form.

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

1. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and relevant documents referred to in the Notice or statement will be available electronically for inspection by the Members during the AGM. Members seeking to inspect such documents can send an e-mail to investorhelp@tanla.com.

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

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

4. 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.

5. Members may note that the Board, at its meeting held on April 26, 2023, has recommended a final dividend of ₹4 per share. The record date for the purpose of final dividend for FY’23 is August 30, 2023. The final dividend, once approved by the members in the ensuing AGM, will be paid on or before October 06, 2023 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. 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.

6. 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 2023-24 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:

• y 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.

• y Copy of the Tax Residency Certificate for financial year 2023-24 obtained from the revenue or tax authorities of the country of tax residence, duly attested by shareholders.

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

• y Electronic Form 10F as per notification no. 03/2022 dated July 16, 2022 issued by the Central Board of Direct Tax [Notification can be read under notification-no-3-2022-systems.pdf (incometaxindia.gov.in)]. Form 10F can be obtained electronically through the e-filing portal of the income tax website at https://www.incometax.gov.in/iec/foportal.

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

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

• y 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 (FII) / Foreign Portfolio Investors (FPI), 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 FPI/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 investorhelp@tanla.com on or before September 06, 2023. No communication would be accepted from members after September 06, 2023 regarding tax-withholding matters.

TDS certificates in respect of tax deducted, if any, can be subsequently downloaded from the shareholder’s portal. 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.

1. Members are requested to address all correspondence, including dividend-related matters, to RTA, KFin Technologies Limited, Unit: Tanla Platforms Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500 032. Email: einward.ris@kfintech.com.

2. Members wishing to claim dividends that remain unclaimed are requested to correspond with the RTA as mentioned above, or with the Company Secretary, at the Company’s registered office or at investorhelp@tanla.com. Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will be transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend remains unclaimed for seven consecutive years shall be transferred to the IEPF as per Section 124 of the Act, read with applicable IEPF rules.

3. In accordance with the provisions of the Circulars, the Notice of the Meeting / Annual Report is being sent through email only to members whose email IDs are registered with KFin and / or National Securities Depository Limited (“NSDL”) and / or Central Depository Services (India) Limited (“CDSL”) (collectively referred to as Depositories or NSDL / CDSL) and physical copies will not be sent.

4. y Members holding shares in electronic mode can get their email ID registered by contacting their respective Depository Participant.

5. y Members holding shares in physical mode are requested to register their email ID with the Company or KFin. Requests can be sent by email to (einward.ris@kfintech.com) or by logging into https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx

6. y Members are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, other documents in electronic form. Those members who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / Kfin to enable servicing of notice, annual reports, other documents in electronic form.

7. y Please note that as a valued member of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further the documents served through email are available on the website of the Company www.tanla.com and are also available for inspection at the Registered Office and Corporate Office of the Company during specified business hours.

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

1. Members may also note that the Notice of the 27th AGM and the Annual Report for FY 2022-23 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 Kfin i.e., https://evoting.kfintech.com. For any communication, the shareholders may also send requests to the Company’s email id: investorhelp@tanla.com.

2. In compliance with the applicable provisions of the Act read with the Circulars, the Meeting is being conducted through VC / OAVM. KFin Technologies Limited (Formerly known as KFin Technologies Private Limited) (KFIN), the Company’s Registrar and Transfer Agent, will provide the facility for voting through remote e-voting, participating at the Meeting through VC / OAVM and e-voting during the Meeting. Accordingly, the members can attend the Meeting through login credentials provided to them to connect to the VC / OAVM. The attendance of shareholders (members’ logins) attending the Meeting will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

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

4. 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.

5. The Company has appointed Mr. Mahadev Tirunagari, Company Secretary in Practice (CP No. 7350), as the Scrutinizer to scrutinize remote e-voting process and e-voting at the Meeting in a fair and transparent manner. The Scrutinizer shall immediately after the conclusion of the Meeting unblock the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, not later than forty eight hours after the conclusion of the Meeting to the Chairman of the Company. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith. The resolutions will be deemed to be passed on the date of the Meeting subject to receipt of the requisite number of votes in favour of the resolutions. The results declared along with the Scrutinizer’s Report(s) will be communicated to the National Stock Exchange of India Limited and BSE Limited immediately after it is declared by the Chairman, or any other person authorised by the Chairman, and the same shall also be available on the website of the Company https://www.tanla.com/ and on KFin’s web link https://evoting.kfintech.com.

22. CUT-OFF DATE

• I. The cut-off/record date for the purpose of ascertaining shareholders entitled for remote e-voting and voting at the Meeting is August 30, 2023 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as voting at the Meeting. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the Cut-off Date. A person who is not a shareholder as on the cut-off date should treat this Notice for information purpose only.

• II. Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as of the Cut-off Date may obtain the User ID and Password in the manner as mentioned below:

• y If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399

• y Example for NSDL: MYEPWD IN12345612345678

• y Example for CDSL: MYEPWD 1402345612345678

• y Example for Physical: MYEPWD ____1234567890

• y If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting. kfintech.com , the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

• y Members may send an email request to evoting@kfintech.com. If the member is already registered with the KFin e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting.

• y Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may be required.

23. PROCEDURE FOR SPEAKER REGISTRATION:

• I. Members, holding shares as on the Cut-off Date and who would like to speak or express their views or ask questions during the Meeting may register themselves as speakers at https://emeetings.kfintech.com and clicking on “Speaker Registration” during the period from September 04, 2023 (9:00 a.m. IST) up to September 04, 2023 (5.00 p.m. IST). Those members who have registered themselves as a speaker will only be allowed to speak / express their views / ask questions during the Meeting. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the Meeting.

• II. Alternatively, members holding shares as on the Cut-off Date may also visit https://emeetings.kfintech.com and click on the tab ‘Post Your Queries’ and post their queries / views / questions in the window provided, by mentioning their name, demat account number / folio number, email ID and mobile number. The window will close at 5.00 p.m. (IST) on September 04, 2023. The shareholders may also send their questions by email to investorhelp@tanla.com.

• III. Members who need assistance before or during the Meeting, relating to use of technology, can contact KFin at 1-800-3094001 or write to KFin at evoting@kfintech.com.

24. REMOTE E-VOTING:

• I. In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated 9th December 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”), the Company is pleased to provide to the members facility to exercise their right to vote on resolutions proposed to be considered at the Meeting by electronic means through e-voting services arranged by KFin. Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (“remote e-voting”). Remote e-voting is optional.

• II. The remote e-voting period commences on September 03, 2023 (9:00 a.m. IST) up to September 05, 2023 (5.00 p.m. IST). During this period, the members of the Company holding shares either in physical form or in demat form, as on the Cut-off Date, i.e. August 30, 2023 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently. Members, who cast their vote by remote e-voting, may attend the Meeting through VC / OAVM, but will not be entitled to cast their vote once again on the resolutions.

• III. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

• IV. Any person holding shares in physical form and non-individual shareholders holding shares as of the Cut-off Date, may obtain the login ID and password by sending a request at evoting@kfintech.com. In case they are already registered with KFin for remote e-voting, they can use their existing User ID and password for voting.

• V. In terms of SEBI e-voting Circular, e-voting process has been enabled for all ‘individual demat account holders’, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed instructions for remote e-voting are given below.

• VI. Individual members having demat account(s) would be able to cast their vote without having to register again with the e-voting service provider (“ESP”), i.e. KFin, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access the e-voting facility.

Tanla Annual Report 2022-23

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Notice of the Annual General Meeting

25. JOINING THE MEETING THROUGH VC / OAVM:

• I. Members will be able to attend the Meeting through VC / OAVM or view the live webcast of the Meeting at https://emeetings.kfintech.com/ by using their remote e-voting login credentials and selecting the ‘EVEN’ for Company’s Meeting.

• II. 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. Further, members can also use the OTP based login for logging into the e-voting system.

• III. Members may join the Meeting through laptops, smartphones, tablets or ipads for better experience. Further, members are requested to use internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Mozilla Firefox.

Please note that participants connecting from mobile devices or tablets or through laptops 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 glitches.

Members will be required to grant access to the web-cam to enable two-way video conferencing.

• IV. Facility of joining the Meeting through VC / OAVM shall open 30 (thirty) minutes before the time scheduled for the Meeting and shall be kept open throughout the Meeting. Members will be able to participate in the Meeting through VC / OAVM on a first-come-first-serve basis. Up to 1,000 shareholders will be able to join the Meeting on a first-come-first-serve basis.

Large members (i.e. members 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. will not be subject to the aforesaid restriction of first-come first-serve basis.

Institutional members are encouraged to participate at the Meeting through VC / OAVM and vote thereat.

• V. Members are requested to attend and participate at the Meeting through VC / OAVM and cast their vote either through remote e-voting facility or through e-voting facility to be provided during Meeting. The facility of e-voting during the Meeting will be available to those members who have not cast their vote by remote e-voting. Members, who cast their vote by remote e-voting, may attend the Meeting through VC / OAVM, but will not be entitled to cast their vote once again on the resolutions. If a member casts votes by both modes, i.e. voting at Meeting and remote e-voting, voting done through remote e-voting shall prevail and vote at the Meeting shall be treated as invalid.

• VI. In case of any query and / or assistance required, relating to attending the Meeting through VC / OAVM mode, members may refer to the Help & Frequently Asked Questions (FAQs) and ‘AGM VC / OAVM’ user manual available at the download Section of https://evoting.kfintech.com or contact Mr. Ganesh Chandra Patro, Assistant Vice President, KFin at the email ID evoting@kfintech.com on KFin’s toll free No.: 1-800-309-4001 for any further clarifications / technical assistance that may be required.

26. INSTRUCTIONS FOR REMOTE E-VOTING, JOINING THE MEETING THROUGH VC / OAVM AND VOTING AT THE MEETING

The detailed instructions, process and manner for remote e-voting, joining the meeting through VC / OAVM and voting at the meeting are explained below:

• I. Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode

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Notice of the Annual General Meeting

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Type of member Login Method
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Individual members holding securi-	A. Instructions for existing Internet-based Demat Account Statement
ties in demat mode with NSDL	(“IDeAS”) facility Users:
	i. Visit the e-services website of NSDLhttps://eservices.nsdl.com
	either on a personal computer or on a mobile.
	ii. On the e-services home page click on the “Benefcial Owner” icon
	under “Login” which is available under ‘IDeAS’ section. Thereafter
	enter the existing user id and password.
	iii. After successful authentication, members will be able to see
	e-voting services under ‘Value Added Services’. Please click on
	“Access to e-voting” under e-voting services, after which the
	e-voting page will be displayed.
	iv. Click on company name, i.e. ‘TANLA PLATFORMS LIMITED’, or
	e-voting service provider, i.e. KFin.
	v. Members will be re-directed to KFin’s website for casting their
	vote during the remote e-voting period and voting during the
	Meeting.
	B. Instructions for those Members who are not registered under-
	IDeAS:
	i. Visithttps://eservices.nsdl.comfor registering.
	ii. Select “Register Online for IDeAS Portal” or click athttps://eser-
	vices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
	iii. Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com/.
	iv. Once the home page of e-voting system is launched, click on the
	icon “Login” which is available under ‘Shareholder / Member’ sec-
	tion. A new screen will open.
	v. Members will have to enter their User ID (i.e. the sixteen digit
	demat account number held with NSDL), password / OTP and a
	Verifcation Code as shown on the screen.
	vi. After successful authentication, members will be redirected to
	NSDL Depository site wherein they can see e-voting page.
	vii. Click on company name, i.e. TANLA PLATFORMS LIMITED, or
	e-voting service provider name, i.e. KFin, after which the member
	will be redirected to e-voting service provider website for casting
	their vote during the remote e-voting period and voting during the
	Meeting.
	viii. Members can also download the NSDL Mobile App “NSDL
	Speede” facility by scanning the QR code mentioned below for
	seamless voting experience.

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Notice of the Annual General Meeting

Individual members holding securities in demat mode with CDSL

• A. Instructions for existing users who have opted for Electronic Access To Securities Information (“Easi / Easiest”) facility:

• i. Visit https://web.cdslindia.com/myeasi/home/login or www. cdslindia.com

• ii. Click on New System MyEasi.

• iii. Login to MyEasi option under quick login.

• iv. Login with the registered user ID and password.

• v. Members will be able to view the e-voting Menu.

• vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication.

• B. Instructions for users who have not registered for Easi / Easiest

• i. Visit https://web.cdslindia.com/myeasi/Registration/EasiRegistration for registering.

• ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.

• iii. After successful registration, please follow the steps given in point no.1 above to cast your vote.

• C. Alternatively, instructions for directly accessing the e-voting website of CDSL

• i. Visit www.cdslindia.com

• ii. Provide demat Account Number and PAN

• iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account.

• iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz., ‘TANLA PLATFORMS LIMITED’ or select KFin.

• v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further authentication.

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Notice of the Annual General Meeting

• Individual members login through A. Instructions for login through Demat Account / website of their demat accounts / Website of Depository Participant Depository Participant

• i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility.

• ii. Once logged-in, members will be able to view e-voting option.

• iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature.

• iv. Click on options available against TANLA PLATFORMS LIMITED or KFin.

• v. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without any further authentication.

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

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

Securities held with NSDL

Please contact NSDL helpdesk by sending a request at evoting@nsdl. co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Securities held with CDSL

Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

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Notice of the Annual General Meeting

II. Method of login / access to KFin e-voting system in case of members holding shares in physical and non-individual members in demat mode

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

Type of member Login Method
----- End of picture text -----

Members whose email IDs are regis-	A. Instructions for Members whose email IDs are registered with the
tered with the Company / Deposito-	Company / Depository Participants(s),
ry Participants(s)
	Members whose email IDs are registered with the Company / Depos-
	itory Participant(s) will receive an email from KFin which will include
	details of E-voting Event Number (EVEN), USER ID and password.
	They will have to follow the following process:
	i. Launch internet browser by typing the URL:https://evoting.kfn-
	tech.com/
	ii. ii) Enter the login credentials (i.e. User ID and password). In case of
	physical folio, User ID will be EVEN (E-Voting Event Number) ____,
	followed by folio number. In case of Demat account, User ID will be
	your DP ID and Client ID. However, if a member is registered with
	KFin for e-voting, they can use their existing User ID and password
	for casting the vote.
	iii. After entering these details appropriately, click on “LOGIN”.
	iv. Members will now reach password change Menu wherein they are
	required to mandatorily change the password. The new password
	shall comprise of minimum 8 characters with at least one upper
	case (A-Z), one lower case (a-z), one numeric value (0-9) and a
	special character (@,#,$, etc.,). The system will prompt the mem-
	ber to change their password and update their contact details
	viz. mobile number, email ID etc. on frst login. Members may also
	enter a secret question and answer of their choice to retrieve their
	password in case they forget it. It is strongly recommended that
	members do not share their password with any other person and
	that they take utmost care to keep their password confdential.
	v. Members would need to login again with the new credentials.
	vi. On successful login, the system will prompt the member to select
	the “EVEN” i.e., ‘TANLA PLATFORMS LIMITED - AGM” and click on
	“Submit”
	vii. On the voting page, enter the number of shares (which represents
	the number of votes) as on the cut-of date under “FOR/AGAINST”
	or alternatively, a member may partially enter any number in “FOR”
	and partially “AGAINST” but the total number in “FOR/AGAINST”
	taken together shall not exceed the total shareholding as men-
	tioned herein above. A member may also choose the option AB-
	STAIN. If a member does not indicate either “FOR” or “AGAINST”
	it will be treated as “ABSTAIN” and the shares held will not be
	counted under either head.

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Notice of the Annual General Meeting

• viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

• ix. Voting has to be done for each item of the Notice separately. In case a member does not desire to cast their vote on any specific item, it will be treated as abstained.

• x. A member may then cast their vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a member has voted on the resolution (s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).

Members whose email IDs are not registered with the Company / Depository Participants(s)

• B. Instructions for Members whose email IDs are not registered with the Company / Depository Participants(s), and consequently the Notice of Meeting and e-voting instructions cannot be serviced

• i. Members, who have not registered their email address, thereby not being in receipt of the Notice of Meeting and e-voting instructions, may temporarily get their email address and mobile number submitted with KFin, by accessing the link: https://ris.kfintech. com/clientservices/mobilereg/mobileemailreg.aspx.

• ii. Members are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Notice and e-voting instructions along with the User ID and Password. In case of any queries, members may write to einward.ris@kfintech.com.

• iii. Alternatively, members may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice and the e-voting instructions.

• iv. After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means.

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Notice of the Annual General Meeting

III. Method / Access to join the Meeting on KFin system and to participate and vote thereat

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

Type of member Login Method
----- End of picture text -----

All shareholders, including Individu-	A. Instructions for all the shareholders, including Individual, other
al, other than Individual and Physi-	than Individual and Physical, for attending the Meeting of the
cal, for attending the Meeting of the	Company through VC / OAVM and e-voting during the meeting:
Company through VC / OAVM and
e-voting during the meeting	i. Members will be able to attend the Meeting through VC / OAVM
	platform provided by KFin. Members may access the same at
	https://emeetings.kfntech.com/by using the e-voting login cre-
	dentials provided in the email received from the Company / KFin.
	ii. After logging in, click on the Video Conference tab and select the
	EVEN of the Company.
	iii. Click on the video symbol and accept the meeting etiquettes to
	join the meeting. Please note that members who do not have the
	user id and password for e-voting or have forgotten the same
	may retrieve them by following the remote e-voting instructions
	mentioned above.
	iv. The procedure for e-voting during the Meeting is same as the
	procedure for remote e-voting since the Meeting is being held
	through VC / OAVM.

• v. The e-voting window shall be activated upon instructions of the Chairman of the Meeting during the Meeting.

• vi. E-voting during the Meeting is integrated with the VC / OAVM platform and no separate login is required for the same.

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Notice of the Annual General Meeting

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 Company has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiary) from time to time, in compliance with the applicable provisions of the Act.

The provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that no company is permitted to, directly or indirectly, (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more. Further, the said Section provides that where the giving of any loan or guarantee or providing any security or the acquisition as provided under Section 186(2) of the Act, exceeds the limits specified therein, prior approval of Members by means of a Special Resolution is required to be passed at a general meeting.

As per the latest audited financial statements of the Company as on March 31, 2023, sixty per cent of the paid-up share capital, free reserves and securities premium account amounts to Rs. 319.49 Crore while one hundred per cent of its free reserves and securities premium account amounts to Rs. 519.04 Crore. Therefore, the maximum limit available to the Company under Section 186(2) of the Act for making investments or giving loans or providing guarantees / securities in connection with a loan, as the case may be, is Rs. 519.04 Crore.

In view of the above and considering the long-term business plans of the Company, which requires the Company to make sizeable loans / investments and issue guarantees / securities to persons or bodies corporate, from time to time, prior approval of the Members is being sought for enhancing the said limits.

The Directors recommend the Special Resolution as set out in Item No. 4 of the accompanying Notice, for Members’ approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Special Resolution.

Date: August 04, 2023 Place: Hyderabad Registered Office: Tanla Platforms Limited Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

For and on behalf of the Board of Tanla Platforms Limited

Sd/Seshanuradha Chava General Counsel & Company Secretary M. No. - A15519

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Notice of the Annual General Meeting

Annexure

Additional Information

Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (In pursuance of Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings)

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Name of the Director D. Uday Kumar Reddy
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Designation/ Category of Directorship	Executive Chairman & CEO
Age	56 years
Date of frst appointment on the Board	27-11-1999
	The terms and conditions of the original appointment approved at the
Terms and Conditions of appointment / re-ap-	23rd Annual General Meeting of the Company dated 30 September 2019
pointment	remain unchanged and shall be applicable to the re-appointment for the
	remaining period.
	The Founder of Tanla Platforms Limited, he is the Chairman and Chief Ex-
	ecutive Ofcer of the Company. An entrepreneur in spirit, he spearheads
	the company as the chief architect of growth, making Tanla one of the
Qualifcation, Experience & Expertise	largest publicly traded Cloud Communications Company. Tanla fourish- es under his business acumen and has turned into one of the successful
	cloud communication companies in India, with a global presence. Uday
	is an active member of the M&A community, actively participating in
	discussions and talks on M&A opportunities and alliances. He holds MBA
	degree from the Manchester Business School, UK.
	1. Karix Mobile Private Limited
	2. Tanla Digital Labs Private Limited
	3. Tanla Digital (India) Private Limited
	4. Tanla Foundation
	5. Aparna Mansions Private Limited
Directorship in other Companies	6. Aparna Colonizers Private Limited 7. G & J Builders Private Limited
	8. Timberland Properties Private Limited
	9. Aparna Realty Projects Private Limited
	10. Blue Green Technologies Private Limited
	11. Mobile Techsol Private Limited
	12. Veda Matha Technologies Private Limited

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Notice of the Annual General Meeting

	Name of the	Name of the Position held Committee (Chairman/ Member) Audit Committee Member Corporate Social Responsibility Committee Member Audit Committee Member Corporate Social Responsibility Committee Member
	Company
	Karix Mobile Pvt. Ltd.
	Tanla Digital Labs Pvt. Ltd
Name of listed entities from which the person has resigned in the past three years	NIL

Number of Shares held in the Company including shareholding as a beneficial owner.

29239225 equity shares

Disclosure of Inter-se relationship between Directors and KMP’s.

Nil

Details of Remuneration sought to be paid and the remuneration last drawn by such person.

As per the terms and condition of remuneration approved by the Shareholder at AGM held on August 26, 2022

Number of Board meetings attended during the year.

7/7

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