TANLA PLATFORMS LIMITED — AGM Information 2024

Jul 25, 2024

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Date: July 25, 2024

To,
BSE Limited. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 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,

Subject: Summary of the Proceedings of the 28[th] Annual General Meeting (AGM) of the Company held on July 25, 2024, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

This is to inform you that 28[th] AGM of the Members of the Company was held on Thursday, July 25, 2024, at 4:00 PM (IST) through Video Conference / Other Audio Visual Means in compliance with applicable provisions of the Companies Act, 2013, and the Listing Regulations read with the Circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI.

In this regard, please find enclosed the summary of the proceedings of the 28[th] AGM as Annexure - A .

The required disclosures to be made pursuant to the SEBI Circular no. SEBI/HO/CFD/CFDPoD1/P/CIR/2023/123 dated July 13, 2023, is enclosed and marked as Annexure B.

This is for your information and records.

Thanking you

Yours truly

For Tanla Platforms Limited

SESHANURA Digitally signed by SESHANURADHA CHAVA DHA CHAVA Date: 2024.07.25 18:11:41 +05'30'

Seshanuradha Chava

General Counsel and Company Secretary M. No. A15519

Encl: as above

Annexure - A

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PROCEEDINGS OF THE 28[TH] ANNUAL GENERAL MEETING OF TANLA PLATFORMS LIMITED HELD ON THURSDAY, JULY 25, 2024 AT 04:09 P.M. THROUGH VC/OAVM.

Directors Present:

1.	Mr. D. Uday Kumar Reddy	- Founder Chairman & CEO
2.	Mr. Deepak Satyaprakash Goyal	- Executive Director
3.	Mr. Sanjay Kapoor	- Non-Executive Director
4.	Mr. Rohit Bhasin	- Independent Director
5.	Ms. Amrita Gangotra	- Independent Director
6.	Mr. Rahul Khanna	- Independent Director
7.	Dr. RS Sharma	- Independent Director

In attendance:

1.	Mr. Aravind Viswanathan	- Chief Financial Officer
2.	Ms. Seshanuradha Chava	- Company Secretary & Compliance Officer
3.	Mr. Mukesh	-Partner MSKA and Associates- Statutory Auditors
4.	Mr. Vishal Shah	- Partner Deloitte- Internal Auditors
5.	Mr. Mahadev Tirunagari	- Practicing Company Secretary- Secretarial Auditor &
		Scrutinizer for the 28thAGM
6.	Ms. Alivia Das	- EY- Advisors/Consultants- Secretarial Practices

The 28[th] Annual General Meeting (the AGM) commenced at 04:09 p.m. with a welcome address by Ms. Seshanuradha Chava, Company Secretary.

The meeting was called to be in order under the order of the Chairman Mr. Uday, as the requisite quorum being present.

The Company Secretary informed the shareholders that the 28[th] Annual General Meeting (AGM) of the Company was held through video conference and other audiovisual means (VC) on Thursday July 25, 2024 in compliance with circulars issued by the regulators. The Company took all feasible steps to ensure that the shareholders are provided with an opportunity to participate in the Annual General Meeting and vote. Adequate video conferencing facility and live webcast of this meeting was provided.

The Company Secretary informed the shareholders that the Register of Directors and Key Managerial Personnel and the Register of contracts or arrangements in which the directors are interested were made available for inspection if the shareholders so desired.

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The Company Secretary requested the Members to note that in accordance with the applicable provisions and Rules of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provided remote e-voting facility to its members for casting of the votes through electronic means. The remote e-voting commenced at 9.00 a.m. on Monday, July 22, 2024, and ended at 5.00 p.m. on Wednesday, July 25, 2024. The facility for e-voting was also made available during the AGM for Members who have not cast their vote through remote e-voting.

The Company Secretary requested the directors, statutory auditor, secretarial auditor, internal auditor and other consultants and advisors to introduce themselves.

The Founder Chairman & CEO delivered his speech.

The Company Secretary informed the shareholders that the Notice dated June 28, 2024, convening the 28[th] Annual General Meeting along with a copy of the Integrated Annual Report for the financial year ended on March 31, 2024 was electronically circulated to the eligible shareholders.

With the permission of the Shareholders present, the Company Secretary took the AGM Notice, Auditor’s Report; Secretarial Auditor’s Report and Board’s Report as read.

The Company Secretary informed the Shareholders that the statutory auditor’s report on the stand-alone and consolidated financial statements for the year ended on March 31,2024 and the Secretarial audit report for the year ended on March 31,2024, did not contain any qualification, disclaimer, reservation, or adverse remark, hence are not required to be read as per the Companies Act, 2013.

The following items of business, as per the Notice of the 28[th] AGM were transacted at the meeting:

Ordinary Business(s):

1. To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and Auditors thereon.

2. To declare a final dividend of Rs. 6/- per equity share of Re.1/- each for the financial year ended March 31, 2024.

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

4. Re-appointment of M/s. MSKA & Associates, Chartered Accountants, as the statutory auditors of the Company and to fix their remuneration

Special Business:

1. Approve the re-appointment of Mr. D. Uday Kumar Reddy (DIN: 00003382), as Chairman and Chief Executive Officer (Chairman & CEO) of the Company and the remuneration payable.

2. Re-Appointment of Mr. Sanjay Kapoor (DIN: 01973450) as Non-Executive Director of the Company.

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Thereon, the Q&A session of speaker shareholders followed. Mr. Uday Reddy, Chairman & CEO, Mr. Deepak Goyal, Executive Director & CBO and Mr. Aravind Viswanathan, CFO responded to the questions after the shareholders completed their questions.

The Company Secretary then informed the shareholders that Mr. Mahadev Tirunagari , Practicing Company Secretary was appointed to Scrutinize the remote e-voting process and also e-voting at the AGM and the results of the e-voting will be informed to the Stock Exchanges once the Scrutinizer submits the report and also be placed on the website of the Company.

The Chairman thanked the members for their active participation in the meeting and declared the conclusion of the business part of the meeting.

The meeting concluded at 04:32 PM with a vote of thanks by the Company Secretary.

The instapoll was opened for the shareholders attending AGM for 15 minutes from the conclusion of AGM.

For Tanla Platforms Limited

SESHANURA Digitally signed by SESHANURADHA CHAVA DHA CHAVA Date: 2024.07.25 18:12:30 +05'30'

Seshanuradha Chava Company Secretary & Compliance Officer A15519

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Annexure-B

• 1) Re-appointment of M/s. MSKA & Associates, Chartered Accountants, as the statutory auditors of the Company and to fix their remuneration

DISCLOSURES REQUIRED	INFORMATION
Reason for change viz., appointment, resignation, removal, death or otherwise.	Re-appointment of the Statutory Auditors pursuant to completion of term allowed under Section 139 of the Companies Act, 2013.
Date of re-appointment	Re-appointment effective from the conclusion of the 28thAnnual General Meeting (AGM) of the Company held on July 25, 2024. Re-appointment is for a period of 5 years commencing from the conclusion of 28thAGM till the conclusion of the 33rdAGM of the Company at such remuneration as may be determined by the Audit Committee and/or Board of Directors of the Company.
Brief Profile	Established in 1978, M S K A & Associates is an Indian partnership firm registered with the Institute of Chartered Accountants of India (ICAI) and the PCAOB (US Public Company Accountancy Oversight Board). M S K A & Associates offers a wide range of services in Audit Assurance, Tax and Advisory domain led by industry experts with deep knowledge pockets and driven by a commitment, to deliver – quality services to all clients. M S K A & Associates has offices across the nation including Ahmedabad, Chandigarh, Coimbatore, Gurugram, Hyderabad, Kochi, Bengaluru, Chennai, Goa, Kolkata, Pune and Mumbai.

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2) Re-appointment of Mr. D. Uday Kumar Reddy (DIN: 00003382), as Chairman and Chief Executive Officer (Chairman & CEO) of the Company and the remuneration payable

Particulars	Details
Reason for change viz. appointment, reappointment, resignation, removal, death or otherwise & Date of reappointment	Approval of (i) re-appointment of Mr. Uday Kumar Reddy Dasari (DIN: 00003382) as a Chairman & Chief Executive Officer (CEO) for a term of five (5) years i.e. from October 01, 2024 to September 30, 2029, as he completes tenure and (ii) remuneration of Rs. 240 Lakhs per year (excluding statutory contributions and other benefits as per applicable HR policy of the Company), payable for a period of three years.
Brief profile (in case of appointment)	The Founder of Tanla Platforms Limited, Mr. Uday is the Chairman and Chief Executive Officer of the Company. An entrepreneur in spirit, he spearheads the company as the chief architect of growth, making Tanla one of the largest publicly traded Cloud Communications Company. Tanla flourishes 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 an MBA degree from the Manchester Business School, UK.
Disclosure of relationships between directors (in case of appointment of a director)	Mr. Uday Kumar Reddy is not related to any of the directors of the Company
Information as required pursuant to BSE Circular no. LIST/COMP/14/2018-19 and NSE Circular No. NSE/CMU2018/24 dated 20 June 2018	Mr. Uday Kumar Reddy is not debarred from holding office of a director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

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3) Re-Appointment of Mr. Sanjay Kapoor (DIN: 01973450) as Non-Executive Director of the Company

Particulars	Details
Reason for change viz. appointment, reappointment, resignation, removal, death or otherwise & Date of reappointment	Re-appointment of Mr. Sanjay Kapoor (DIN: 1973450) as a Non-Executive Non- Independent Director of the Company for a term of 2 (two) years with effect from July 25, 2024.
Brief profile (in case of appointment)	Mr. Sanjay Kapoor, the ex-CEO of Bharti Airtel and Ex- Chairman of Micromax now pursues a “Plural Career” which includes entrepreneurship, consulting, investing in & mentoring early-stage ventures, and board positions. With an illustrious career spanning over 39 years, 21 of which have been in telecommunications and allied services, Sanjay is an established global leader in telecom and allied industry. His business interests now extend much beyond pure-play telecom to include Micro-learning, E-commerce, Green energy, Robotics & Cognitive computing, amongst other contemporary digital services. For more than 13 years he played an active role in various industry forums like CII, COAI and NASSCOM. He holds MBA degree.
Disclosure of relationships between directors (incase ofappointment ofa director)	Mr. Sanjay Kapoor is not related to any of the directors of the Company
Information as required pursuant to BSE Circular no. LIST/COMP/14/2018-19 and NSE Circular No. NSE/CMU2018/24 dated 20 June2018	Mr. Sanjay Kapoor is not debarred from holding office of a director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.