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TANLA PLATFORMS LIMITED Proxy Solicitation & Information Statement 2024

Feb 21, 2024

61461_rns_2024-02-21_c65c02b0-74f7-4b81-8839-55faddf5e30a.pdf

Proxy Solicitation & Information Statement

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February 21, 2024

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,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015 and in continuation of our submission dated February 21, 2024, please find enclosed a copy of the Postal Ballot Notice seeking approval of Members of the Company for the appointment of Dr. Ram Sewak Sharma (Dr. Sharma), DIN: 02166194, as an Independent Director.

In compliance with the requisite circulars issued by Ministry of Corporate Affairs and SEBI, the Notice of the Postal Ballot is being sent by electronic mode to those Members whose name appeared in the Register of Members/ list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited, as on the cut-off date i.e. Friday, February 16, 2024 and whose e-mail addresses are registered with the Company/ Depositories.

The e-voting period will commence from Friday, February 23, 2024 at 9.00 a.m. (IST) and ends on Saturday, March 23, 2024 at 5.00 p.m. (IST). The results of the postal ballot will be announced on or before March 27, 2024.

The copy of postal ballot notice is also available on the Company website www.tanla.com

We request you to take the above information on record.

Thanking you

Yours faithfully, For Tanla Platforms Limited

SESHANURADHA Digitally signed by SESHANURADHA CHAVA CHAVA Date: 2024.02.21 17:29:33 +05'30' Seshanuradha Chava General Counsel and Company Secretary ACS-15519

Encl: As above

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Postal Ballot Notice

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1

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the Act), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended (Rules), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and the latest one being General Circular No. 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (MCA Circulars) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), that the Special Resolutions as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e- voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company/ depository participant(s). The details of the procedure to cast the vote form part of the Notes to this Notice.

The Company has appointed Mr. Mahadev Tirunagari, Company Secretary in Practice (CP No. 7350), to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

In terms of the provisions of Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (hereinafter called "the Rules" for the purpose of this section of the Notice) and Regulation 44 of the Listing Regulations read with MCA Circulars and applicable SEBI Circulars, the Company is providing facility to exercise votes on the item of business given in the Notice through electronic voting system only, to members holding shares as on February 16, 2024 (End of Day) being the Cut-off date fixed for determining voting rights of members, entitled to participate in the E-voting process, through the E-voting platform provided by Kfin Technologies Limited (“KFintech”).

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2

The e-voting facility will be available during the following period:

Commencement of e-voting period 9.00 a.m. IST on Friday, February 23, 2024
Conclusion of e-voting period 5.00 p.m. IST on Saturday, March 23, 2024

The e-voting facility will be disabled by KFintech immediately after 5.00 p.m. IST on Saturday, March 23, 2024, and will be disallowed thereafter. The results of the postal ballot will be announced on or before March 27, 2024.

The results along with the Scrutinizer's Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company's website https://www.tanla.com/ and on the website of KFin Technologies Limited at https://www.kfintech.com.

The last date of e-voting, i.e. March 23, 2024, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

SPECIAL BUSINESS:

Item No. 1: Appointment of Dr. Ram Sewak Sharma (DIN: 02166194) as an Independent Director

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) (including any statutory modification or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Dr. Ram Sewak Sharma (Dr. Sharma) DIN: 02166194, who was appointed as an Additional Director in the capacity of an Independent Director with effect from January 08, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) consecutive years till January 07, 2029, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

3

Notes:

  1. The Explanatory Statement pursuant to Section 102 of the Act read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) as amended, setting out the material facts relating to the special business to be transacted as mentioned in Item No. 1 is annexed to the Postal Ballot Notice.

  2. As per the MCA Circulars, physical copies of this Postal Ballot Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e- voting only.

  3. The E-voting Notice is being sent to all the Members whose names appear in the Register of Members/ Record of Depositories as on February 16, 2024.

  4. Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on February 16, 2024, being the Cut-off Date fixed for the purpose.

  5. All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e. March 23, 2024. Members may send their requests to [email protected] or [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.

  6. Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP).

  7. Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA at [email protected].

8. The instructions for E-voting are as under:

  • 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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4

Type of member Login Method
Individual members
holding securities
in
demat mode
with NSDL

A. Instructions for existing Internet-based Demat Account Statement
(“IDeAS”) facility Users:
I.
Visit the e-services website of NSDLhttps://eservices.nsdl.com
.
II.
On the e-services home page click on the “Beneficial Owner” icon
under “Login” under ‘IDeAS’ section.
III. A new page will open. Enter the existing user id and password for
accessing IDeAS.
IV. 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.
V.
Click on company name, i.e., ‘Tanla Platforms Limited’, or e-voting
service provider, i.e., KFin.
VI. Members will be re-directed to KFin’s website for casting their vote
during the e-voting period.
B. Instructions for those Members who are not registered under IDeAS:
i.
Visithttps://eservices.nsdl.com
for registering.
ii.
Select “Register Online for IDeAS Portal” or click at
https://eservices.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’
section. A new screen will open.
v.
Members will have to enter their User ID (i.e., the sixteen digits
demat account number held with NSDL), password / OTP and a
Verification 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 e-voting period.
A. NSDL Mobile App
i.
Members can also download the NSDL Mobile App “NSDL Speede”
facility by scanning the QR code for seamless voting experience.

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5

Type of member Login Method
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.
Visithttps://web.cdslindia.com/myeasi/home/login
or
w
ww.cdslindia.com
.
ii. Click on New System MyEasi.
iii. Login to MyEasi option under quick login.
iv. Enter the registered user ID and password for accessing Easi / Easiest.
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.
Visithttps://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.
A above to cast your vote.
C. Alternatively, instructions for directly accessing the e-voting website of
CDSL
i.
Visitwww.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.
Individual
members login
through their
demat accounts
/ Website of
Depository
Participant(s)
A. Instructions for login through Demat Account / website of 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 e-voting period without any further authentication.

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6

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 Please contact NSDL helpdesk by sending a request at [email protected] or held with call at toll free no.: 1800 1020 990 and 1800 22 44 30 NSDL Securities Please contact CDSL helpdesk by sending a request at held with [email protected] or contact at 022-23058738 or 022CDSL 23058542-43

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

Type of member Login Method
Members whose e-
mail IDs are
registered with the
Company /
Depository
Participant(s)
A. Instructions for Members whose e-mail IDs are registered with the
Company / Depository Participant(s)
Members whose e-mail IDs are registered with the Company / Depository
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.kfintech.com/
.
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 member to change
their password and update their contact details viz. mobile number,
e-mail ID etc. on first 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 confidential.
v.
Members would need to login again with the new credentials.
Type of member Login Method
Members whose
e-mail IDs are
registered with the
Company /
Depository
Participant(s)
vi.
On successful login, the system will prompt the member to select the
“EVEN”, viz., ‘Tanla Platforms Limited and click on “Submit”.
vii.
On the voting page, enter the number of shares (which represents
the number of votes) as on the Cut-off 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
mentioned herein above. A member may also choose the option
ABSTAIN. 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.
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 Postal Ballot Notice
separately. In case members do not desire to cast their vote on any
specific item, it will be treated as abstained.
x.
Members 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 members have voted on the resolution,
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.
xii.
Corporate/ Institutional members (corporate / FIs / FIIs / trust /
mutual funds / banks, etc.) are required to send scanned copy (pdf
format) of the relevant board resolution to the Scrutinizer through e-
mail [email protected]
with a copy to
[email protected]
. The file scanned image / pdf file of the board
resolution should be in the naming format “Corporate Name”.
Members whose
e-mail IDs are not
registered with the
Company /
Depository
Participants(s)
Procedure for Registration of email and Mobile: securities in physical mode
Physical shareholders are hereby notified that based on SEBI Circular
number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16th,
2023, All holders of physical securities in listed companies shall register the
postal address with PIN for their corresponding folio numbers. It shall be
mandatory for the security holders to provide mobile number. Moreover, to
avail online services, the security holders can register e-mail ID. Holder can
register/update the contact details through submitting the requisite ISR 1
form along with the supporting documents.
ISR 1 Form can be obtained by following the link:
https://ris.kfintech.com/clientservices/isc/default.
aspx

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Type of member Login Method
Members whose
e-mail IDs are not
registered with the
Company /
Depository
Participants(s)
ISR Form(s) and the supporting documents can be provided by any one of
the following modes.
a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA
shall verify the original documents furnished by the investor and retain
copy(ies) with IPV stamping with date and initials; or
b) Through hard copies which are self-attested, which can be shared on
the address below; or
Name
KFIN Technologies Limited
Selenium Building, Tower-B,
Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Rangareddy, Telangana India - 500 032.
c) Through electronic mode with e-sign by following the link:
https://ris.kfintech.com/clientservices/isc/default.aspx#
Detailed FAQ can be found on the link:https://ris.kfintech.com/faq.html
For more information on updating the email and Mobile details for
securities held in electronic mode, please reach out to the respective DP(s),
where the DEMAT a/c is being held.

III. Method for obtaining user id and password for members who have forgotten the User ID and password.

  • Members Members who have forgotten the user id and password, may obtain / retrieve the who have same in the manner mentioned below: forgotten i. If the mobile number of the member is registered against Folio No. / DP ID Client the User ID ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) and + Folio No. or DP ID Client ID to +91 9212993399 password Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890

  • ii. If e-mail 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.

  • iii. Members may send an email request to [email protected]. 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 e-voting.

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

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IV. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.kfintech.com.

In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Gachibowli, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032, India, at email: [email protected] or 1-800-309-4001 (toll free).

KPRISM- Mobile service application by KFin - Members are requested to note that KFin has launched a mobile application - KPRISM and website https://kprism.kfintech.com for online service to members. Members can download the mobile application, register themselves (one time) for availing host of services, viz., consolidated portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank mandate. Through the mobile application, members can download annual reports, standard forms and keep track of upcoming general meetings and dividend disbursements. The mobile application is available for download from Android Play Store and Google Play Store.

Date: February 21, 2024 Place: Hyderabad

For and on behalf of the Board of Tanla Platforms Limited

Registered Office: Tanla Platforms Limited

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

Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

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10

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.1:

Pursuant to the provisions of Sections 149, 150, 152, 161 of the Companies Act, 2013 (“the Act”) read with Schedule IV thereto and Articles of Association of the Company, the Board of Directors (“the Board”) of the Company on January 08, 2024, based on the recommendation of the Nomination and Remuneration Committee (“the Committee”) and subject to the approval of shareholders, appointed Dr. Ram Sewak Sharma (Dr. Sharma) DIN: 02166194 as a Non-Executive Independent Director (Additional Director) of the Company, with effect from January 08, 2024 for a term of five consecutive years.

Dr. Ram Sewak Sharma (Dr. Sharma) is an IAS officer of 1978 batch, with a distinguished career in the Government of India and State Governments, leading reforms and leveraging IT to simplify administrative processes. In the process, he has contributed to shaping India's Policies in Information and Communication Technologies (ICTs). He combines planning and execution skills to ensure that policies work on the ground.

Dr Sharma headed the TRAI from August 2015 to September 2020, in which period he brought consumer focus to reaching the telecom and broadcasting services to all pockets of the country, and where the regulatory action may have been insufficient, he advocated policy changes to the government.

He provided thought leadership through initiatives, for example, in adopting net neutrality principles in India, use of crowdsourced data to measure service quality, and leveraging blockchain to achieve regulatory outcomes.

He represented India at various international fora and contributed to the policy space in communication technologies and broadcasting. Before joining the TRAI, Dr Sharma worked as Secretary, Department of Electronics and Information Technology, Government of India, where he spearheaded the Digital India program to develop India into a digitally empowered society and a knowledge economy.

He brought in policies related to open source, open standards, and open APIs in all government projects and shaped eGovernance space by converting silo applications in various sectors to modern, multi-tenanted enterprise systems.

In February 2021, Dr. Sharma was appointed as the Chief Executive Officer of the National Health Authority of India, a body responsible for implementing two health initiatives of the Government of India, Ayushman Bharat Jan Arogya Yojana (AB PM-JAY) and Ayushman Bharat Digital Mission and served the office till February 2023.

Dr. Sharma supported the development and adoption of several digital products in governance and citizen services, such as eKYC, Digital Locker, eSign, Online Reservation System (ORS) in the hospitals, Digital Attendance, Jeevan Pramaan (a system for issuing Digital Life Certificate for the pensioners) and the Digital Consent Artefact. Importantly, he crafted policies for digital payments that led to the creation of the phenomenally successful UPI payment system in India.

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Before joining the Government of India as Secretary, Dr Sharma worked for one year in 2013-14 as Chief Secretary in the Government of Bihar and Jharkhand.

Dr. Sharma is best known for the role he played as Director General & Mission Director of the Unique Identification Authority of India in the years 2009 – 2013.

In September 2020 Rupa Publications brought out his book The Making of Aadhaar: World's Largest Identity Platform, which has been very well received.

Dr Sharma holds a PhD from Indian Institute of Technology, New Delhi; Master’s in Computer Sciences from the University of California, USA; and Master’s in Mathematics from the Indian Institute of Technology, Kanpur, and an LLB degree.

Currently Dr. Sharma is distinguished visiting professor at IIT, Kanpur and the Chair of the Algorand Foundation India Advisory Committee (part of AlgoBharat, an initiative by the Algorand Foundation).

Considering Dr Sharma’s experience and professional competence, his appointment on the Board is in the overall interest of the Company and adds great value for the Company. Dr Sharma’s candidature is in conformity with the requirements of the Act and the Listing Regulations. Further, in the opinion of the Nomination & Remuneration Committee and the Board, Dr Sharma fulfils the conditions specified in the Act & the Rules thereunder and the Listing Regulations for appointment as an Independent Director, and he is independent of the management of the Company.

The proposed appointment of Independent Director, in the manner as set out in Item No. 1 of this Notice, is in compliance with the applicable provisions of the Companies Act 2013 (“Act”) and of the Listing Regulations. The Company has, in terms of Section 160(1) of the Act, received notice in writing, proposing Dr. Sharma candidature for appointment as an Independent Director. The Company has also received a declaration from Dr. Sharma confirming that he fulfils the criteria of independence as provided in Section 149(6) of the Act and in regulation 16(1)(b) of Listing Regulations.

Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided below.

Keeping in view of Dr. Sharma’s vast experience, knowledge and managerial skills, the Nomination & Remuneration Committee has recommended to the Board his appointment as an Independent Director of the Company. The Board is also of the view that it will be in the best business interest of the Company that Dr. Sharma is appointed as an Independent Director of the Company, for a term of five consecutive years from January 08, 2024 up to January 07, 2029, not liable to retire by rotation.

Accordingly, the Board recommends the resolution as set out at Item No. 1 of this Notice, for the approval by the shareholders, as a Special Resolution.

Except the proposed appointee, in resolution set out at Item No. 1 of this Notice, proposing his appointment, none of the Promoters, Directors and Key Managerial Personnel (KMP) of the Company or any relatives of such Promoters, Directors or KMP, are in any way concerned or interested, financially or otherwise, in the resolution.

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Additional information on directors recommended for appointment/reappointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards

Name of the Director Name of the Director Dr. Ram Sewak Sharma Dr. Ram Sewak Sharma
Name of the Director Dr. Ram Sewak Sharma
Designation/ Category of
Directorship
Non-Executive, Independent Director
Age 68 years
Date of first appointment on the
Board
January 08, 2024
Terms and Conditions of
appointment
As per the resolution in Item no.1 of this Notice read
with the explanatory statement thereto
Qualification, Experience &
Expertise
Dr. Sharma is an IAS officer of the 1978 batch, with
a distinguished career in the Government of India
and State Governments, leading reforms and
leveraging IT to simplify administrative processes.
In the process, he has contributed to shaping
India's policies in Information and Communication
Technologies (ICTs). He combines planning and
execution skills to ensure that policies work at the
ground level.
Directorship in other Companies
including group companies
Listed Companies (Equity Listed Company) -Nil
Unlisted Companies- 1
IITK Foundation for Medical Research and
Technology (Section 8 Company)
Committee position held in other
companies
NIL
Name of listed entities from which
the person has resigned in the past
threeyears
NIL
Number of Shares held in the
Company including shareholding
as a beneficial owner.
NIL
Disclosure of Inter-se relationship
between Directors and KMP’s.
None

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Details of Remuneration sought to
be paid and the remuneration last
drawnby suchperson.
Only sitting fee will be paid for attending the Board
and Committee Meetings of the Company.
Number of Board meetings
attended during the year.
one Board meeting attended during the period
Skills and capabilities required for
the role and the manner in which
the proposed person meets such
requirements
Refer to the Item No. 1 of the explanatory
statement.

Date: February 21, 2024 Place: Hyderabad

For and on behalf of the Board of Tanla Platforms Limited

Registered Office: Tanla Platforms Limited

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

Tanla Technology Centre, Hi-Tech City Road, Madhapur, Hyderabad – 500 081. CIN: L72200TG1995PLC021262 www.tanla.com

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