TANLA PLATFORMS LIMITED — Capital/Financing Update 2019

Aug 30, 2019

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

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August 30, 2019

To,

	Bombay Stock Exchange Ltd. 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: Acquisition of Gamooga Softtech Private Limited.

Pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we hereby inform the exchanges that the Company has entered into Share Purchase Agreement today, i.e. August 30, 2019, to acquire 100% share capital of Gamooga Softtech Private Limited.

In this regard, please find enclosed disclosure containing the details pursuant to Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 as Annexure-1.

This is for your information and record.

Yours faithfully,

For TANLA SOLUTIONS LIMITED

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Seshanuradha Chava VP - Legal & Secretarial ACS-15519

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

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Annexure-1

Sr. No.	Items for Disclosure	Description
1	Name of the target entity, details in brief such as size, turnover etc.	Gamooga Softtech Private Limited (“Gamooga”). Gamooga is engaged in providing Marketing Automation services for B2C companies. Gamooga reported an annual revenue of INR 5.7 Crores as per the latest audited financial statements as on March 31, 2018.
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms-length”	The proposed acquisition is not a related party transaction. The Promoter and/ or the Promoter Group have no interest in the entity that is being acquired.
3	Industry to which the entity being acquired belongs	Information Technology
4	Objects and effects of acquisition	To help position Tanla as the end-to-end solution provider for global markets in commercial communication.
5	Brief details of any governmental or regulatory approvals required for the acquisition	N.A Approval of the Shareholders’ for allotment of equityshares to the Promoters of Gamooga.
6	Indicative time period for completion of the acquisition	The closing of the transaction is expected to take place approximately within 15 days post shareholders’ approval, proposed in upcoming Annual General Meeting of Tanla Solutions Limited.
7	Nature of consideration - whether cash consideration or share swap and details of the same	The consideration for acquisition of Gamooga will be paid partly in cash and partly by way of issuing equity shares of Tanla Solutions Limited to the promoters of Gamooga.

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

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8	Cost of acquisition or the price at which the shares are acquired	The total Cost of Acquisition is INR 48.45 crores; with INR 31.49 crores being paid in cash and balance by issuance of Equity Shares of the Tanla Solution Limited worth of INR 16.96 crores, being 21,19,688 Equity Shares @ Rs. 80/- each, of face value of Rs. 1/- each fully paid up, on preferential basis to the promoters of Gamooga, subject to shareholders’ approval proposed in upcoming Annual General Meeting of Tanla Solutions Limited.
9	Percentage of shareholding/ control acquired, and/ or number of shares acquired	100% 1,00,000 Equity Shares of INR 10/- each fully paid up.
10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Established in Year 2011, Gamooga is the Marketing Automation service provider for B2C companies. Gamooga operates from Hyderabad, India only and serves 40+ enterprise clients. Revenue over the last 3 years has been: • FY 2017-18: INR 5.70 crores • FY 2016-17: INR 3.48 crores • FY 2015-16: INR 1.75 crores

For TANLA SOLUTIONS LIMITED

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Seshanuradha Chava VP - Legal & Secretarial ACS-15519