TANLA PLATFORMS LIMITED — M&A Activity 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,

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

Dear Madam/Sir,

Sub: Outcome of Board Meeting held on August 30, 2019.

With reference to the above captioned subject, we would like to inform you that the Board of Directors of the Company at their meeting held on August 30, 2019 have inter alia considered and approved the following matters:

1. Transfer of shares of Karix Mobile Private Limited (Karix) to Tanla Corporation Private Limited (TCPL):

The Board of Directors have approved transfer of 35,31,161 (Thirty-Five Lakhs Thirty-One Thousand One Hundred and Sixty-One) equity shares of Karix held by Tanla Solutions Limited (TSL) to TCPL (wholly owned subsidiary of TSL) for total consideration of INR. 240 Crores (Indian Rupees Two Hundred and Forty Crores only) in view of corporate restructuring for better business alignment. The consideration for same is to be discharged by TCPL by issue of its own Equity Shares.

2. Approval of draft Scheme of Amalgamation of Karix Mobile Private Limited and Unicel Technologies Private Limited with Tanla Corporation Private Limited:

The Board of Directors also approved the draft Scheme of Amalgamation of Karix Mobile Private Limited (Wholly Owned Subsidiary of TCPL post share transfer) and Unicel Technologies Private Limited (Step-down subsidiary) with Tanla Corporation Private Limited (Wholly owned subsidiary of TSL) to be filed at the National Company Law Tribunal, Hyderabad bench, for necessary approvals. The merger is being advised by professional experts.

Further, the brief details of the draft Scheme of Amalgamation are annexed herewith.

Request you to take the same on record and oblige.

Yours faithfully, For Tanla Solutions Limited

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Seshanuradha Chava VP - Legal & Secretarial ACS-15519

Encl.: as above

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)	Brief details of thescheme	Subject to the regulatory approvals, the Scheme provides foramalgamation of Karix Mobile Private Limited (Transferor Company1) and Unicel Technologies Private Limited (Transferor Company 2)with Tanla Corporation Private Limited (Transferee Company)
2)	Appointed Date	10 April 2019
3)	RationalforAmalgamation	The Board of Directors of the Transferor Companies and TransfereeCompany believe that the proposed merger of the TransferorCompanies with the Transferee Company shall benefit the TransferorCompanies and the Transferee Company in the following manner:• The amalgamation will enable pooling of resources of thecompanies involved in amalgamation to their common advantage,resulting in more productive utilization of the said resources andachieving economies of scale resulting into cost and operationalefficiencies, which would be beneficial for all the stakeholders.• The amalgamation would bring synergies in procurement,technology, administration and marketing operations.• The amalgamation would help to achieve consolidation, greaterintegration and flexibility which will maximize overallshareholder value and improve competitive position of theTransferee Company.• The amalgamation would help combining the administrative andmarketing functions of the entities involved and consequentlyresult into more efficient functioning of the Transferee Companyin a cost-effective manner.• The amalgamation is expected to increase the financial strengththereby enabling further growth and development of theTransferee Company.• The amalgamation would result in simplification of the corporatestructure of Tanla Group.• The amalgamation would bring greater management focus andwould help in achieving uniform corporate policies and faster /effective decision making and its implementation.• The amalgamation would help avoiding duplication of regulatoryand procedural compliances and consequently result into saving oftime, resources and cost involved in such compliances.• The amalgamation shall be beneficial and in the best interests ofthe shareholders, creditors, employees of the companies involved,and all concerned

		Tanla Solutions LimitedT: +91-40-40099999Tanla Technology Centerinfo@tanla.comHi-tech city Road, Madhapur,tanla.comHyderabad, India - 500081CIN: L72200TG1995PLC021262
4)	Consideration	As the Transferor Company 1 and Transferor Company 2 are whollyowned subsidiary and step-down subsidiary of the TransfereeCompany respectively, no shares shall be issued by the TransfereeCompany on amalgamation.Further, investments held by Transferee Company in TransferorCompany 1 and investments held by Transferor Company 1 inTransferor Company 2 shall be cancelled
5)	Others	• Transferor Company 1 and Transferor Company 2 shall bedissolved post sanction of the scheme by NCLT• Post sanction of the scheme of Amalgamation by NCLT, theTransferee Company shall continue to be wholly ownedsubsidiary of Tanla Solutions Limited. There shall be no changein the shareholding pattern of the Transferee Company.