TANLA PLATFORMS LIMITED — Capital/Financing Update 2021

Jul 22, 2021

Tanla Platforms Limited (Formerly known as Tanla Solutions Limited) Tanla Technology Center Hi-tech city Road, Madhapur, Hyderabad, India - 500081 CIN: L72200TG1995PLC021262

T: +91-40-40099999 info@tanla.com www.tanla.com

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July 22, 2021

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

Dear Sir/Madam,

Subject: Announcement of outcome of board meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR Regulations”)

In furtherance of our intimation letter dated July 12, 2021, and in terms of Regulation 30 of the SEBI LODR Regulations read with the SEBI circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015, the board of directors of Tanla Platforms Limited (formerly known as Tanla Solutions Limited) (the “ Company ”) at its meeting today considered and approved the proposal for the buyback of the Company’s fully-paid equity shares having a face value of ₹ 1/- each (“ Equity Shares ”), for an aggregate amount not exceeding ₹65,00,00,000/- (Indian Rupees Sixty Five Crores Only) excluding any expenses incurred or to be incurred for the Buyback viz. brokerage, costs, fees, turnover charges, taxes such as buyback tax, securities transaction tax, goods and services tax (if any) and income tax, stamp duty, advisors fees, printing expenses, filing fees and other incidental and related expenses and charges (“ Maximum Buyback Size ”) and at a price not exceeding ₹1,260/- (Indian Rupees Twelve Hundred Sixty Only) per Equity Share (“ Maximum Buyback Price ”), payable in cash, from its shareholders/beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism i.e., using the electronic trading facilities of the stock exchanges where the equity shares of the Company are listed i.e., National Stock Exchange of India Limited and BSE Limited, in accordance with the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“ SEBI Buyback Regulations ”) and the Companies Act, 2013 and the rules made thereunder, each as amended from time to time (“ Companies Act ”) (the process being referred hereinafter as “ Buyback ”). Please note that the meeting of the Board as communicated vide a letter dated July 12, 2021 to the Stock Exchanges (as defined below) commenced on July 21, 2021 and continued till July 22, 2021, and, the proposal for the Buyback was considered, adopted and approved on July 22, 2021.

The indicative maximum number of Equity Shares proposed to be bought back at the Maximum Buyback Size and Maximum Buyback Price under the Buyback would be 5,15,873 (Five Lakhs fifteen thousand Eight Hundred and Seventy-Three Only) Equity Shares (" Maximum Buyback Shares ") (representing 0.38% which is less than 25% of the total number of Equity Shares in the paid-up equity capital of the Company as of March 31, 2021). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the indicative Maximum Buyback Shares (assuming full deployment of the Maximum Buyback Size) but will always be subject to the Maximum Buyback Size and will also be not more than 25% of the total number of Equity Shares in the paid-up equity capital of the Company as of March 31, 2021.

The Company shall utilize at least 50% of the Maximum Buyback Size i.e., ₹ 32,50,00,000/- (Indian Rupees Thirty-Two Crores Fifty Lakhs Only) (“ Minimum Buyback Size ”) for the Buyback, and based on the Minimum Buyback Size and the Maximum Buyback Price, the Company will purchase an indicative minimum of 2,57,936 (Two Lakhs Fifty Seven Thousand Nine Hundred Thirty Six Only) Equity Shares.

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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The Maximum Buyback Size represents 9.91% and 7.37% of the aggregate of the total paid-up capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company as at March 31, 2021, respectively (being the latest available audited financial statements of the Company), which is less than 10% of the total paid-up capital and free reserves of the Company and in accordance with the proviso to Regulation 5(i)(b) of the SEBI Buyback Regulations and Section 68(2)(b) of the Companies Act.

The Board has also constituted a committee for the purposes of the Buyback (the “ Buyback Committee ”) and has delegated its powers to the Buyback Committee to do or cause to be done all such acts, deeds, matters and things, in its discretion, deem necessary in connection with the Buyback.

The public announcement setting out details of Buyback including the process, timelines and other statutory details of the Buyback will be released in accordance with the Buyback Regulations.

The above information is also available on the website of the Company, i.e., https://www.tanla.com/investors.html

The pre-Buyback and post-Buyback shareholding pattern of the Company is attached hereto as Annexure A.

The meeting of the Board of Directors on July 21, 2021 commenced at 3:15 PM and concluded at 7:30 PM and the meeting of the Board of Directors on July 22, 2021 (wherein the proposal of the Buyback was considered and approved) commenced at 2:30 PM and concluded at 4:00 PM.

We request you to take the above information on record.

Yours faithfully,

For Tanla Platforms Limited

(Formerly known as Tanla Solutions Limited)

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Seshanuradha Chava General Counsel and Chief Regulatory Officer ACS-15519

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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Annexure A

The shareholding pattern of the Company as on July 16, 2021 (“ Pre-Buyback ”) and the shareholding pattern of the Company post the completion of the Buyback (“ Post-Buyback ”) is as follows:

Shareholder	**Pre-Buyback **	**Pre-Buyback **	Post-Buyback#	Post-Buyback#
	No. of Equity Shares	% of Equity Shares	No. of Equity Shares	% of Equity Shares
(A) Promoter and Promoter Group	5,75,23,562	42.29	5,75,23,562	42.45
(B) Public	7,85,12,888	57.71	7,79,97,015	57.55
(C1) Shares underlyingDRs	Nil	Nil
(C2) Shares held by Employee Trust	Nil	Nil
(C) Non-Promoter -Non-Public (C =C1+C2)	Nil	Nil
Grand Total (A+B+C)	13,60,36,450	100	13,55,20,577	100

# Assuming that the indicative Maximum Buyback Shares are bought back. However, the shareholding post completion of the Buyback, may differ depending upon the actual number of Equity Shares bought back in the Buyback.