Tanla Platforms Ltd

To the Members,

Your Board of Directors takes pleasure in presenting the 28^th Integrated Report, together with the Audited Statement of

Accounts for the financial year ended March 31, 2024.

Your Board takes pleasure in reporting that the revenue from operations of the company for the financial year ended March 31, 2024, amounted to INR 1,01,212.11 lakhs as against INR 1,14,871.87 lakhs in FY23 and earned a profit before tax

(PBT) of INR 16,763.33 lakhs for FY 24 as against INR 19,590.50 lakhs in the previous year. After deducting INR 1,504.59 lakhs for income tax, the operations of the company resulted in a net profit of INR 15,258.74 lakhs for FY 24 as against INR

17,374.90 lakhs in FY23.

During the year under review, the revenue from operations of the company on a consolidated basis amounted to INR

3,92,779.12 lakhs as against INR 3,35,455.49 lakhs in the previous fiscal. Your company has earned a PBT of INR 68,340.44 lakhs for FY24 as against INR 56,659.83 lakhs in the previous financial year. The operations resulted in a net profit attributable to the shareholders of the company of INR 54,831.55 lakhs as against INR 44,764.86 lakhs in the previous financial year.

You will be happy to note that the company has exhibited robust financial performance during the fiscal year under review.

The company recommended/declared dividend as under:

*Recommended by the Board of Directors at its meeting held on April 25, 2024. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the company.

The dividend recommended is in accordance with the company's Dividend Distribution Policy. The Dividend Distribution Policy of the company is available on the company's website and can be accessed at https://tanla.azureedge.net/resources/media/images/Policies/DividendDistributionPolicy.pdf

We do not propose to transfer any amount to the general reserve upon the declaration of the dividend.

The Company has 6 direct subsidiaries and 15 step-down subsidiaries as of 31st March 2024 (including subsidiary companies of ValueFirst Digital Media Private Limited). There has been no material change in the nature of the business of the subsidiaries. ? Tanla Mobile Asia Pacific Pte Ltd (a wholly owned subsidiary of Tanla Platforms Limited) incorporated a wholly owned subsidiary named Tanla Mobile Middle East LLC in Riyadh, Kingdom of Saudi Arabia, on January 30, 2024. ? Capitalsiri Investments Private Limited received NCLT order of liquidation on May 25, 2023. ? ValueFirst Digital Media Private Limited was acquired by Tanla Platforms Limited on July 03, 2023, and it became a wholly owned subsidiary of your company effective July 03, 2023.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies in the prescribed format AOC-1 is appended as Annexure - 1 The statement also provides details of the performance and of the subsidiaries along with the changes that occurred, during the FY24 financial

In accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder, the Balance Sheet,

Statement of Profit andLoss, and other documents of the subsidiary companies are available at Company's website: https://www.tanla.com/investor-relations/annual-reports and are not attached to the financial statements of the company.

In compliance with Section 134 of the Companies Act, 2013, read with the rules framed thereunder and the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time, the financial statement for FY24 have been prepared in compliance with the applicable Indian Accounting Standards.

The Authorized Share Capital of the company is INR 20,00,00,000/- divided into 20,00,00,000 equity shares of INR 1 each. During the financial year under review, there has been no change in the Authorized Share Capital. During the financial year under review, the Issued & Paid-up Capital of the Company increased from INR 1,344.00 lakhs to INR 1,344.59, lakhs consequent to the allotment of equity shares to employees of the company under Tanla Restricted Stock Unit Plan 2021 (RSU 2021).

During the year under review, all contracts, arrangements, and transactions entered into by the company with related parties were in the ordinary course of business and on an arm's length basis. There were no material related party transactions by the Company during the year under review.

In accordance with Section 134(3)(h) of the Companies Act, 2013, and rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the company with related parties referred to in Section 188(1) are provided in Form AOC-2, is attached as Annexure - 2.

None of the Directors had any pecuniary relationship or transactions with the company, other than to the extent of their shareholding and the payments made to them in the form of remuneration or setting fees.

*RS Sharma was appointed as an Independent Director on the Board of Directors of the company, effective January st term of five (5) years till January 07, 2029, by the shareholders of the company vide postal ballot fir 08,2024,fora concluded on March 23, 2024.

Apart from the above, there have been no changes in the Directors.

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Uday Reddy (DIN: 00003382) as a Chairman & Chief Executive Officer ("Chairman & CEO"), for a term of five (5) years i.e. from October 01, 2024 to September 30, 2029, which is subject to the approval of the shareholders at the ensuing AGM.

Sanjay Kapoor (DIN: 01973450) was appointed as Non-Executive Non-Independent Director for a term of two (2) years on the Board of the Company i.e., from 26th AGM held on August 26, 2022 up to the conclusion of 28th Annual General Meeting of the Company to be held in 2024. The Board based on the recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Sanjay Kapoor as a Non-Executive Director Non-Independent for a term of two (2) years on the Board of the Company from July 25, 2024 up to July 24, 2026.

Ms. Amrita Gangotra (DIN: 08333492), was appointed as an IndependentDirectorforafirst term of 5 (five) years with effect from July 31, 2019 up to the conclusion of the 28th AGM, accordingly, Ms. Gangotra will be retiring as an

Independent Director on July 25, 2024. The Board placed on record its sincere appreciation for her contribution to the Company.

Rohit Bhasin was appointed as an Independent Director for a second term of 2 (two) years with effect from 26th AGM

(August 26, 2022 ) up to the conclusion of the 28th AGM, accordingly, Bhasin will be retiring as an Independent Director on July 25, 2024. The Board placed on record its sincere appreciation for his contribution to the Company In the opinion of the Board, all the Independent Directors of the Company possess requisite expertise, experience and proficiency. Furthermore, all the Independent Directors have confirmed that their respective names have been included in the Independent Directors' Database as required under Section 150 of the Companies Act, 2013.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the Company, Deepak Goyal (DIN: 01755263) will retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Board recommends the same to the shareholders for their approval.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and the applicable provision of the Companies Act, 2013, a brief resume and other details of all the directors proposed to be appointed/re-appointed are attached along with the notice of the ensuing Annual General Meeting.

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel as of March 31, 2024:

There have been no changes in the KMPs during the year under review.

The company has received declaration from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, along with the rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exits or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. In the opinion of the Board, Independent

Directors fulfill the conditions as specified in the Companies Act and SEBI Listing Regulations and are independent of the management.

The company has put in place a system to familiarize its Independent Directors. During the year under review, the Independent Directors were familiarized with the Company, its business, and the senior management.

Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the company's businesses, the challenges faced/anticipated, and an overview of future business plans, including budgets, operations, and performance of the business and relevant regulatory/legal updates in the statutes applicable to the Company, business model of the company, risks, and opportunities for the businesses, strategic future outlook, and the way forward.

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the Familiarization Program for Independent Directors are available on the website of the Company at https://tanla.azureedge.net/resources/media/images/Policies/Familiarisation Rs.Programme Rs.for Rs.IDs.pdf

The Board of Directors of the Company duly met 10 times during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Report.

The nomination process for a Board of Directors involves the Nomination and Remuneration Committee, setting criteria for director qualifications and remuneration policies. Directors are appointed for up to five years, with Independent

Directors serving a maximum of two consecutive terms and adhering to regulatory compliance and governance standards.

As on March 31, 2024, the Board had six committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and ESG Council. All Committees are constituted in compliance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the Board and its Committees is provided in the Corporate Governance Report, which forms part of this Integrated Report.

The shareholders, at their 23^rd Annual General Meeting (AGM), approved the appointment of M/s. MSKA & Associates,

Chartered Accountants, Firm Registration number 105047W, as the Statutory Auditors for a term of five (5) years, to hold the office from the conclusion of the 23rd AGM until the conclusion of the 28th AGM, on such remuneration as may be determined by the Board of Directors.

M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W, based on the recommendation of the Audit Committee and the Board of Directors at their meetings held on April 25, 2024, will be re-appointed as the

Statutory Auditors at the Company in the ensuing 28th AGM to be held for FY24 for a period of five (5) years, as per the provisions of the Companies Act, 2013. They have indicated their willingness to continue as the Statutory Auditors for the next term, and hence their re-appointment is being recommended to the members for a further period of five (5) years, from the conclusion of 28th AGM until the conclusion of 33rd AGM of the Company to be held in the calendar year 2029 at such remuneration as may be approved by the Board, in addition to the applicable taxes and reimbursement of out-of-pocket expenses as may be incurred in connection with the audit of the books.

The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the auditors under Section 143(12) of the Companies Act, 2013, requiring disclosure in the Board's Report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014, M/s. Deloitte Touche Tohmastu India LLP, Chartered Accountants, are appointed as the internal auditors of the company. The internal auditors attend the Audit Committee Meetings, where internal audit reports are discussed.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A (1) of SEBI (LODR) Regulations, 2015, the Board had appointed Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350), as Secretarial Auditor to conduct the secretarial audit for FY24. The Secretarial Audit Report issued by Mahadev Tirunagari, in Form MR-3, is enclosed as Annexure 3 to this Integrated Report.

The Secretarial Audit Report of Karix Mobile Private Limited (a material un-listed wholly-owned subsidiary of the company in India), issued by Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 is enclosed as Annexure 3(i) to this Integrated Report.

The Secretarial Auditor's Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations, the company has also obtained Annual Secretarial Compliance Report for the FY24 from Mahadev Tirunagari, Practicing Company Secretary, and submitted the same to the Stock Exchanges where the shares of the company are listed. This report is enclosed as Annexure 3(ii).

The Annual Secretarial Compliance Report, as submitted to the stock exchanges, does not contain any reservation, adverse remark, or disclaimer.

The maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable to the business activities carried out by the company.

We maintain an internal financial control system that is well-suited to the size, scale, and complexity of its operations. We have established policies and procedures to ensure theproperandefficientconduct of our business, safeguard our assets, prevent and detect fraud, ensure the accuracy and completeness of accounting records, and ensure the timely preparation of reliable financial information.

This internal control system is supplemented by an extensive program of internal and external audits, as well as periodic reviews by management. This system is designed to ensure that financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on the adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your company.

Details of loans, guarantees, investments under the provisions of Section 186 of the Companies Act, 2013 read with

Companies (Meetings of Board and its Powers) Rules, 2014 as of March 31, 2024 form part of the notes to the financial statements provided in this Integrated Integrated Report.

There has been no change in the nature of business carried on by the company during the year under review.

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report which forms part of this Integrated Report.

During the year under review, your company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76 of the Companies Act, read with Companies (Acceptance of Deposits) Rules, 2014.

Your company through its Risk Management policy periodically assesses the risk elements, mitigates the different kinds of risks arising in day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your company does not foresee any critical risk which threatens it's existence. Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Integrated Report.

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - 4.

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the annual return for the financial year ended March

31, 2024 has been placed on the website of the Company at https://tanla.azureedge.net/assets/files/Tanla-Annual-

Return-FY24.pdf.

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the company and its future operations.

The company had 993 employees as of March 31, 2024. The Company affirms that remuneration paid to the directors and key managerial personnel is as per the remuneration policy of the company.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure - 5 to this Board's report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure - 5(i) to this report.

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Integrated

Report

A compliance certificate on Corporate Governance for FY24 has been obtained from Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) confirming compliance with the conditions of

Governance is attached to the report on Corporate Governance Report.

During the reporting period, our company maintained a strict policy of non-involvement in political matters. We did not allocate any funds or resources towards political campaigns, political entities, lobbyists, or lobbying organizations. This is the reflection of our commitment to uphold impartiality and avoid any potential conflicts of interest that may arise from political contributions.

In addition to our political non-involvement, we are proud to report a record of exemplary compliance with laws and regulations pertaining to ethical business practices. Our internal monitoring systems and rigorous compliance programs have ensured that we have had no breaches/violations on corruption, discrimination, customer privacy, conflicts of interest, money laundering, insider trading, or violations of human rights.

The Management Discussion and Analysis Report for FY24 as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Integrated Report.

As stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report for FY24 is presented as a separate section and forms part of this Integrated Report.

The Integrated Report on Corporate Social Responsibility (‘CSR') containing details of CSR policy, composition of CSR committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure - 6 of this Report.

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Tanla has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During FY24, the Company has not received any complaints pertaining to sexual harassment.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy forms part of the NRC policy of the company. As of March 31, 2024, the Board had seven (7) directors, two (2) of whom are executive directors, one (1) non-executive and non-independent director and four (4) independent directors including one Women independent director on the Board. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report.

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, KMP, senior management and other employees. The policy for determining the remuneration of the directors, KMP's and other employees is available on our website https://tanla.azureedge.net/ resources/media/images/Policies/Nomination Rs.and Rs.Remuneration Rs.Policy.pdf

We affirm the appointment/re-appointment of the directors are as per the terms laid out in the Nomination and

Remuneration Policy.

Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has a Whistle Blower policy and has established the necessary Vigil Mechanism for directors and employees to report concerns about unethical behaviour. The policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the company and web link thereto is https://tanla. azureedge.net/resources/media/images/Policies/Whistle Rs.Blower Rs.Policy.pdf

During the year, there were no whistle blower complaints received by the company.

The Company has implemented below Employee Benefit Schemes/Plans:

1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)

2. *Tanla Solutions Limited – Employee Stock Option Plan 2015-16 (ESOP 2015-16)*

3. *Tanla Employee Stock Purchase Scheme 2018 (ESPS 2018)*

As on March 31, 2024, there are no unexercised/outstanding options in ESOP 2015-16 & ESPS 2018.

*The Board of Director on the recommendation of Nomination & Remuneration Committee of the Board at its meeting held on April 25, 2024 approved the sunsetting of ESOP 2015-16 & ESPS 2018.

The details in respect of ESOPs as required under Companies Act, 2013 and ESOP Regulations are annexed herewith as Annexure - 7 and available on the website of the company at https://www.tanla.com/investor-relations/annual-reports

Further the certificate from the Secretarial Auditors of the Company certifying Stock Option Plan is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the members, is placed on the company's Website at https://tanla.azureedge.net/resources/media/images/PostalBoalt/updates/PostalBallotNotice Rs.May192021.pdf

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors' Responsibility

Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:

(a) In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures; (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for the year ended on that date; (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual financial statements on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the company affirms that for the year ended on March 31, 2024, there were no proceedings, either filed by the company or against the company pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There was no instance of one-time settlement with any bank or financial institution.

The company has procured a ‘D & O' liability insurance policy that covers the members of the Board including the Independent Directors for such quantum and for such risks as determined by its Board of Directors.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividend is required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years from the data of declaration of dividend. Further, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the company has transferred the unclaimed dividends and corresponding shares to IEPF. The details of the unclaimed dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Corporate Governance Report forming part of the Integrated Report.

Tanla's commitment to sustainability is ingrained in every aspect of our operations. Our ESG (Environmental, Social, and Governance) initiatives are central to our business practices and are highlighted in this Integrated Report.

Our Directors acknowledge the support, extend their heartfelt gratitude to all departments of the Central and State Government, as well as various organizations and agencies, for their continued help and cooperation extended to our Company.

We also gratefully acknowledge the support from all stakeholders of the company, including members, customers, dealers, vendors, financial institutions, banks, and other business partners, for their excellent support throughout the year.

Finally, your directors place on record their sincere appreciation for the unstinted commitment and continued contributions of all employees whose dedication and hard work have been instrumental in our success.