tanla solutions ltd Directors report

To the Members,

Your Board of Directors take pleasure in presenting the 27th Annual Report Tanla Platforms Limited ("Tanla" or the "Company") together with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31, 2023.

State of affairs and financial position Financial Summary

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	1,14,871.87	1,24,687.30	3,35,455.49	3,20,597.33
Other income	11,676.43	2,731.56	2,619.92	1,612.62
Total Income	1,26,548.30	1,27,418.86	3,38,075.41	3,22,209.95
Cost of services	97,303.04	1,02,933.93	2,51,783.40	2,29,793.74
Operating expenses	8,967.07	8457.34	25,015.05	20,918.73
Depreciation	687.69	643.59	4,617.13	4,085.63
Total Expenses	1,06,957.81	1,12,034.86	2,81,415.58	2,54,798.11
Profit before tax and exceptional items	19,590.49	15,384.00	56,659.83	67,411.84
Exceptional item: Reversal of provision for impairment of investment in subsidiary	-	-	-	-
Profit before Tax	19,590.49	15,384.00	56,659.83	67,411.84
Less: Tax expense	2,215.60	3,515.76	11,894.97	13,483.92
Profit After Tax	17,374.89	11,868.24	44,764.86	53,927.91
Other Comprehensive Income	-212.59	46.79	2,003.24	687.9
Total Comprehensive Income	17,162.30	11,915.03	46,768.10	54,615.81
Attributable to:
Shareholders of the Company	17,115.89	11,915.03	46,768.10	54,615.81
Non-controlling interests	-	-	-	-
Retained earnings - opening balance	22,300.43	11,785.50	85,192.45	32,617.85
Add: Profit for the Year	17,374.89	11,868.24	44,764.86	53,927.91
Less: Dividend and dividend tax	-10,859.64	-1353.31	-10,859.64	-1353.31
Less: Adjustment of tax relating to PYs	-46.41	-	-	-
Retained earnings - closing balance	28,769.27	22,300.43	1,19,097.67	85,192.45
Earnings per Share (EPS) -Basic	12.89	8.75	33.05	39.77
Earnings per Share (EPS)-Diluted	12.89	8.75	33.04	39.74

Consolidated Performance

Revenue grew by 4.6% YoY to 3,35,455.49 lakhs primarily driven by combination of increased wallet share from our existing business, change in ILD pricing, growth in WhatsApp and other channels, new customer additions and creation of new revenue stream Trubloq.

Cost of services grew by 9.57% YoY to 2,51,783.40 lakhs. Net profit decreased by 17% YoY to 44,764.86 lakhs and EPS decreased by 17% to 33.05.

Standalone Performance

Revenue decreased by 7.87% to 1,14,871.87 lakhs YoY. Cost of services decreased by 5.47% to 97,303.04 lakhs YoY. Net profit increased by 46 (%) to 17,374.89 lakhs YoY. Earnings per share (EPS) increased 47% to 12.89 YoY.

Dividend

The Company recommended / declared dividend as under:

	FY. 2022-23
Revenue from operations Other income	Dividend per share (in )	Dividend pay- out (in crores)
Interim dividend	6	81.45
*Final dividend	4	53.76
Total dividend	10	135.21

*Recommended by the Board of Directors at its meeting held on April 26, 2023. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy of the Company is uploaded on the Companys website https://www.tanla.com/ media/images/Policies/DividendDistributionPolicy.pdf Change in the nature of business

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

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except the following: The Company executed a Share Purchase Agreement with ValueFirst Digital Media Private Limited ("VF Digital India") and its shareholders on June 8, 2023, and completed acquisition of 100% of paid-up share capital of VF Digital India on July 3, 2023. Pursuant to completion of this acquisition, VF Digital India becomes a wholly owned subsidiary of Tanla Platforms Limited with effect from July 3, 2023.

Transfer to Reserves

The closing balance of the retained earnings of the Company as on March 31, 2023, after appropriations of dividend paid was 28,769.28 lakhs.

Particulars of Loans, Guarantees or Investments

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, 2023 form part of the notes to the financial statements provided in this Annual Report.

Fixed Deposits

Your Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Particulars of contracts or arrangements made with related parties

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company, other than to the extent of their shareholding and except the payments made to them in the form of remuneration/sitting fee. 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 contract or arrangement entered into, if any, by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as "Annexure -1 ".

Share Capital

During the financial year under review the Authorised Share Capital of the Company is Rs. 20,00,00,000/- divided into 20,00,00,000 equity shares of Re.1/-each.

The paid up share capital details for the FY23:

	March 31, 2023		March 31, 2022
Particular	No. of Shares	Rs.	No. of Shares	Rs.
Shares outstanding at the beginning of the year	13,57,45,523	13,57,45,523	13,60,36,450	13,60,36,450
Add: Issued and allotted during the year	71,500	71,500	4,14,750	4,14,750
Less: Shares bought back during the year	14,16,666	14,16,666	7,05,677	7,05,677
Shares outstanding at the end of the year	13,44,00,357	13,44,00,357	13,57,45,523	13,57,45,523

The Company has one class of equity shares of Re. 1/- each fully paid-up. Each shareholder is eligible for one vote per equity share held. As on March 31, 2023, the paid-up equity share capital of the Company was Rs. 13,44,00,357/-

Subsidiary, Associate & Joint Venture (JV) Companies

As on March 31, 2023, company has 5 direct subsidiaries and 3 step-down subsidiaries. There has been no material change in the nature of the business of the subsidiaries. The changes in subsidiaries during the year is included in the Consolidated financial statements of the Company.

• Tanla Digital Labs Private Limited, (WoS of Tanla Platforms Limited) incorporated a WoS named Tanla Digital Labs Private Limited in the London, United Kingdom on June 22, 2022, which was subsequently renamed as Tanla Digital Labs UK Private Limited on August 9, 2022.

• Capitalsiri Investments Private Limited was under liquidation process. NCLT order of liquidation was received 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 with effect from July 03, 2023. Further, Pursuant to the provisions of Section 129(3) of the Act a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure - 2 to the Boards report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website under Subsidiaries section. https://www.tanla.com/investors.html.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis which forms part of this Report.

Insurance

All the properties and insurable interests of the Company including buildings have been fully insured.

Share Based Employee Benefit Schemes/Plans

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, 2023, there are no outstanding options in ESOP 2015-16 & ESPS 2018. The Company issued fresh grants only under RSU 2021.

The details of RSU, ESOP and ESPS pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure - 3(i) to this Report. The disclosure as required under Regulation 14 of SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015 is also available on the website of the Company and can be accessed at https://www.tanla.com/media/images/ Investor/fy2023/ESOPESPSDisclosureFY2022-23.pdf.

The Certificate from Secretarial Auditor of the Company as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and any amendments thereto, with regard to Companys RSU, ESOP and ESPS Scheme is provided as Annexure - 3(ii) to this Report.

Corporate Governance

Corporate Governance reflects the culture, values, and policies of Tanla. Realizing the criticality of sound corporate governance practices to enhance shareholder and stakeholder trust, Tanla observes the highest level of ethics in all its dealings. To meet our obligation towards our shareholders and other stakeholders, Tanla has a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct of business. Apart from complying with the statutory requirements, effective systems and practices towards improving transparency; internal controls and promotion of ethics at workplace have been institutionalized. At Tanla, we firmly believe that corporate governance standards should go beyond the law and must satisfy the spirit of law and not just the letter of law.

Report on Corporate Governance

The report on Corporate Governance for the year ended March 31, 2023, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this annual report(Annexure-4). A Compliance certificate on Corporate Governance for the FY23, from Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance Report as Annexure -4(i).

Board Meetings held during the year

The Board of Directors of the Company duly met seven (7) 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 Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

Committees of the Board of Directors

As on March 31, 2023, the Board had five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholders Relationship Committee and ESG Council. All the Committees are constituted in compliance with the provisions 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 under the Corporate Governance Report which forms part of this Annual Report.

Companys Policy on Directors appointment and remuneration

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. As of March 31, 2023, the Board had six (6) members, two (2) of whom are executive directors, one (1) non-executive and non-independent directors and three (3) independent directors including One(1) woman 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 that forms part of this Annual 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 charter of the Committee with detailed terms of reference and the policy for determining the remuneration of the Directors, KMPs and other employees is available on our website https://www.tanla.com/media/images/Policies/Nomination_and_Remuneration_Policy.pdf

We affirm that the appointment/reappointment of the directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Evaluation

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 Annual Report.

Directors and officers (D & O) liability insurance

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

Declaration from Independent Directors

The Independent Directors have submitted the requisite declaration of independence, pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended and Regulation 16 & 25 of the SEBI (LODR) Regulations) 2015. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

Familiarization Program for Independent Directors

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization program of the Independent Directors are available on the website of the Company i.e., https://www.tanla.com/media/images/Policies/ Familiarisation_Programme_for_IDs.pdf.

A separate meeting of the Independent Directors was held on March 21, 2023.

Directors and Key Managerial Personnel

The composition of the Board of Directors as on March 31, 2023.

S. No.	Name of the Director	Category	Designation
1.	Mr. D. Uday Kumar Reddy	Executive	Executive Chairman & CEO
2.	Mr. Deepak Satyaprakash Goyal	Executive	Whole-time Director
3.	Ms. Amrita Gangotra	Independent	Independent Director
4.	Mr. Rahul Khanna	Independent	Independent Director
5.	Mr. Rohit Bhasin	Independent	Independent Director
6.	Mr. Sanjay Kapoor	Non-Executive	Non-Executive Director

Retirement and Resignation

Changes in board composition are tabled hereunder:

S. No.	Name of the Director	Nature of change	Date of change
1.	Mr. Sanjay Baweja	Cessation on completion of his term as an Independent Director.	August 26, 2022
2.	Dr. A.G. Ravindranath Reddy	Resigned as Director	September 8, 2022

The Board of Directors places on record its sense of gratitude and appreciation for the valuable guidance and services provided by Mr. Sanjay Baweja and Dr. AG Ravindranath Reddy during their tenure as Directors of the Company.

Apart from the above, there were no changes in the Directors and KMP during the financial year ended March 31, 2023.

Retirement by Rotation

As per the provisions of section 152 of the Companies Act, 2013 and the rules framed there under and in terms of the Articles of Association of the Company, Mr. D. Uday Kumar Reddy, Founder Chairman & CEO (DIN: 00003382), retires as Director at the ensuing Annual General Meeting by rotation and being eligible offered himself for reappointment.

Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

Internal Financial Control and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2022-23. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.tanla.com/media/images/Policies/Code_for_Disclosure_of_Unpublished_Price_Sensitive_Information. pdf

Whistle Blower Policy/Vigil Mechanism

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 said 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://www.tanla.com/media/images/Policies/Whistle_Blower_Policy.pdf

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

Particulars of Employees

The Company had 312 employees as of March 31, 2023. The Company affirms that remuneration 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(i) to this Boards 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(ii) to this report.

Risk Management

The Company has established Enterprise Risk Management (ERM) process to manage risks with the objective of maximizing shareholders value. The Board of Directors of the Company has formed a Risk Management Committee to implement and monitor the risk management Policy of the Company. The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Significant and material orders passed by the Courts/ Regulators

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.

Annual return

Pursuant to Section 92 of the Act and Rule 12 of the

Companies (Management and Administration) Rules, 2014 as amended, the draft Annual Return is available on the website of the Company on the following link https://www.tanla.com/media/images/Annual/Annual_Return_2022-23.pdf

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India

Investor Education and Protection Fund (IEPF)

The Company on March 16, 2016 declared and paid interim dividend of Re.0.20 Paise per equity share (20%) on face value of Re.1/- per share in the FY.2015-16 and as per provisions of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of Rs. 5,71,427/- lying in the Unpaid Dividend account which remains unclaimed for 7 years is required to be transferred to the Investor Education and Protection Fund established by the Central Government. Note: The Interim Dividend declared for the financial year 2015-16, which remained unclaimed for a period of seven years was Rs. 5,71,427/- and corresponding unclaimed shares 1,87,241 credited/transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Directors Responsibility Statement

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

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, 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, 2023 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 of the Company 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.

Auditors and Auditors Report Statutory Auditors

At the 23rd AGM of the Company, the members approved appointment of M/s. MSKA & Associates, Chartered Accountants, Firm Registration number 105047W as Statutory Auditors of the Company for a period of 5 years from the conclusion of that AGM till the conclusion of 28th AGM. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM. The Auditors Report for FY 2023 does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has appointed Deloitte Touche Tohmastu India LLP as Internal Auditors for FY22 and FY23 to audit processes. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Secretarial Auditors

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 Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) as Secretarial Auditors to conduct Secretarial audit of the Company for the FY23. The Secretarial Audit Report issued by Mr. Mahadev Tirunagari, in form MR-3 is enclosed as Annexure - 6(i) to this Annual Report.

The Secretarial Audit Report of Karix Mobile Private Limited (material unlisted wholly-owned subsidiary of the Company) issued by Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 is enclosed as Annexure - 6(ii) to this Annual Report.

Secretarial Compliance Report of the Company for the FY23 in pursuance to Regulation 24A of the SEBI(LODR) Regulations, 2015 is enclosed as Annexure - 6(iii) There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report for the Financial Year.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Cost Audit

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

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy is available on the website of the Company https://www.tanla.com/media/ images/Policies/CSR_Policy.pdf Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure - 8 to the Boards report, which forms part of this report.

Business Responsibility and Sustainability Report (BRSR)

SEBI had introduced new requirements for sustainability reporting by listed entities. The new reporting called the Business Responsibility and Sustainability Report (‘BRSR) has replaced the existing Business Responsibility Report. In terms of the aforesaid amendment, with effect from the financial year 2022 -23, reporting of BRSR is made mandatory for the top 1000 listed companies (by market capitalisation). The BRSR of the Company for FY 2023 as required under SEBI (LODR) Regulations,2015 forms part of this Report

Annexure-9.

Environmental, Social and Governance (ESG)

The companys report on ESG will be uploaded as a separate report (Sustainability Report FY23).

Proceeding under the Insolvency and Bankruptcy Code, 2016 and One Time Settlement:

During the year under review, neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

Further, during the Year, the Company has not made any one-time settlement.

Sexual Harassment of Women at Workplace

Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH Act") the Company has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the associates are aware of the provisions of the POSH Act and rights thereunder. During the year under review, the details of complaint received are as under:

a) number of complaints filed during the financial year: Nil

b)number of complaints disposed of during the financial year: NA

c) number of complaints pending as on end of the financial year: NA

Acknowledgement

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors of Tanla Platforms Limited Sd/-

	D. Uday Kumar Reddy
Date: July 20, 2023	Founder Chairman & CEO
Place: Hyderabad	(DIN: 00003382)