Tanla Platforms Ltd Directors Report

Boards Report

To the Members,

Your Directors have pleasure in presenting this 29th Integrated Annual Report on the business and operations of Tanla Platforms Limited (the Company or Tanla) along with the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results

				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	FY25	FY24	FY25	FY24
Revenue from operations	85,402.21	1,01,212.11	4,02,772.15	3,92,779.12
Other income	30,512.94	13,766.67	4,022.41	4,263.94
Total Income	1,15,915.15	1,14,978.78	4,06,794.56	3,97,043.06
Cost of services	71,032.75	87,053.65	2,97,698.23	2,87,184.74
Operating expenses	11,327.01	10,396.48	36,588.33	32,991.03
Depreciation	825.28	765.32	9,777.43	8,526.85
Total Expenses	83,185.04	98,215.45	3,44,063.99	3,28,702.62
Profit before Tax	32,730.11	16,763.33	62,730.57	68,340.44
Less: Tax expense	1,290.32	1,504.59	12,002.29	13,508.89
Profit After Tax	31,439.79	15,258.74	50,728.28	54,831.55
Other Comprehensive Income	(196.99)	182.03	38.03	216.30
Total Comprehensive Income	31,242.80	15,440.77	50,766.31	55,047.85
Attributable to:
Shareholders of the Company	31,242.80	15,440.77	50,766.31	55,047.85
Retained earnings - opening balance	30,583.08	28,769.27	1,60,484.30	1,19,097.67
Add: Profit for the Year	31,439.79	15,258.74	50,728.28	54,831.55
Less: Dividend and dividend tax	(16,144.63)	(13,444.93)	(16,144.63)	(13,444.92)
Retained earnings - closing balance	45,878.24	30,583.08	1,95,067.95	1,60,484.30
Earnings per Share (EPS)-Basic	23.40	11.35	37.76	40.79
Earnings per Share (EPS)-Diluted	23.36	11.33	37.68	40.71

Performance Review & Companys State of Affairs

On Standalone basis, the Revenue from Operations of the Company amounted to Rs.85,402.21 lakhs as against Rs.1,01,212.11 in FY24 and earned a Profit before Tax (PBT) of Rs.32,730.11 lakhs for the FY25 as against Rs. 16,763.33 lakhs in the previous year. After deducting Rs.1,290.32 lakhs for income tax, the operations of the Company resulted in a net profit of Rs.31,43979 lakhs for the FY25 as against Rs. 15,258.74 lakhs in FY24.

On Consolidated basis, the Revenue from Operations of the Company amounted to Rs.4,02,772.15 lakhs as against Rs.3,92,77912 lakhs in the previous FY24. Your Company has earned a PBT of Rs.62,730.57 lakhs for the FY25 as against Rs.68,340.44 lakhs in the previous financial year. The operations resulted in a net profit attributable to the shareholders of the Company of Rs.50,766.31 lakhs as against Rs.55,04783 lakhs in the previous financial year. The performance for the financial year 2024-25 was resilient for Tanla. The Revenue grew by 2.5%, generated over 75 Bn in free cash flow, and crossed the Rs.10 Bn milestone in cash reserves.

Our perseverance aimed at improving the profitability of the Company while prioritising customer success led to several collective accomplishments during this year. The Company won the 15th Aegis Graham Bell Award for Innovation in Telecom for our CPaaS solutions, received the Commendation Award for Corporate Governance from the Indian Chamber of Commerce, was featured on the Roll of Honor Disclosures at CFO 100 Winning Edge and was also recognized as the "the Best Organizations for Woman by ET Edge.

Dividend

The Company declared dividend as under:

		FY25
	Dividend per share (in Rs.)	Dividend payout (in 7 lakhs)
First Interim Dividend	6	8,07704
Second Interim Dividend	6	8,07704
Total dividend	12	16,154.08

Considering the declaration of two interim dividends for the FY25, the Board of Directors has not recommended final dividend for the FY25.

The Company has adopted the Dividend Distribution Policy in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to determine the distribution of dividends on equity shares of the Company. The dividend so declared is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at https://tanla.azureedge. net/resources/media/images/Policies/DividendDistributionPolicy.pdf

Transfer to Reserves

During the year, the Company has not transferred any amount to General Reserves on declaration of dividend.

Share Capital

During the year under review, there was no change in the authorised share capital of the Company. The authorised share capital of the Company is Rs.20,00,00,000/- divided into 20,00,00,000 Equity Shares of Rs.1/- each.

However, the Issued & Paid-up Capital of the Company increased from Rs.1344.59 lakhs to Rs.1346.17 lakhs consequent to the allotment of equity shares to employees of the Company under Tanla Restricted Stock Unit Plan 2021 (RSU 2021).

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fee for the year 2024-25 has been paid to both the Stock Exchanges. There was no suspension on shares of the Company during the year.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out in this Integrated Annual Report.

Consolidated Financial Statements

During the year, the Board of Directors reviewed the affairs of the subsidiaries and prepared consolidated financial statements (CFS) of the Company and its subsidiaries for FY25 in compliance with the provisions of Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries as approved by the respective Board of Directors. The audited CFS together with the Auditors Report thereon forms part of this Integrated Annual Report.

Change in the nature of the business, if any

There is no change in the nature of the business of the Company or any of its subsidiaries during the year under review.

Material changes and commitments, affecting the financial position of the Company

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

Deposits

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.

Particulars of loans, guarantees or investments

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

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 are 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.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://tanla.azureedae.net/resources/media/imaaes/Policies/Policy on materiality of Related_Party_Transactions.pdf

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 with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended March 31, 2025 is annexed to this Boards Report in prescribed Form AOC- 2 as Annexure 2

Subsidiaries, Joint Ventures and Associates

On March 31, 2025, the Company has 5 subsidiaries and 14 step-down subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, Karix Mobile Private Limited, wholly owned subsidiary has incorporated its wholly owned subsidiary, PT Karix Communications Indonesia, in Indonesia on February 14, 2025.

Further, pursuant to the Share Purchase Agreement dated January 21, 2025, Karix Mobile Private Limited has completed acquisition of 100% of the paid-up equity share capital of Gamooga Softtech Private Limited on March 24, 2025, consequent to which Gamooga Softtech Private Limited became a step-down subsidiary of Tanla and has ceased to be a direct subsidiary of the Company.

Tanla Digital Labs UK Private Limited, a wholly owned subsidiary of Tanla Digital Labs Private Limited and a step-down subsidiary of Tanla, is dissolved/closed w.e.f. February 11, 2025.

Further, Karix Mobile Private Limited, wholly owned subsidiary has incorporated its subsidiary, Karix Mobile LLC, at Kingdom of Saudi Arabia, on June 19, 2025.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary Companies along with the changes occurred during the FY2024-25 is provided in Form AOC-1 as Annexure 1.

In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company at https://www.tanla.com/investor-relations/annual-reports.

Directors and Key Managerial Personnel

Directors

As on March 31, 2025, the Company has seven(7) Directors with an optimum combination of Executive and Non-Executive Directors including one woman director. The Board comprises of five Non-Executive Directors, out of which four are Independent Directors.

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the Listing Regulations.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company, where the roles of CEO and Chairman are held by the same individual, is required to ensure that at least 50% of the Board of Directors comprises independent directors. We are proud to report that we have not only complied with this requirement but have exceeded it, reflecting our strong commitment to robust corporate governance practices. Furthermore, to strengthen the independent oversight of the Board, we have appointed a Lead Independent Director, reinforcing our dedication to transparency and accountability.

i. Appointment

During the year under review, based on the recommendations of Nomination and Remuneration Committee (NRC):

• Mr. Frangois Ortalo-Magne (DIN: 10801111) was appointed as Additional Directors (for Independent Director category) of the Company by the Board on October 10, 2024, for a term of five consecutive years with effect from October 10, 2024 to October 09, 2029 under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 and his appointment was approved by the shareholders of the Company by passing Special Resolution under Section 149 and all other applicable provisions of the Companies Act, 2013 read with Listing Regulations through postal ballot dated January 06, 2025.

• Ms. Naiyya Saggi (DIN: 06755099) was appointed as Additional Directors (for Independent Director category) of the Company by the Board on December 06, 2024, for a term of three consecutive years with effect from December 06, 2024 to December 05, 2027 under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 and her appointment was approved by the shareholders of the Company by passing Special Resolution under Section 149 and all other applicable provisions of the Companies Act, 2013 read with Listing Regulations through postal ballot dated January 06, 2025.

• As on the date of this report, Mr. Sunil Ramakant Bhumralkar (DIN: 00177658) was appointed as an Additional Director under the category of Non-Executive and Independent Director on the Board of the Company, for a term of five consecutive years, effective from June 16, 2025, subject to approval of the shareholders of the Company under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 read with Listing Regulations, 2015.

The Company, on June 16, 2025, dispatched the Postal Ballot Notice to its shareholders seeking their approval by way of a Special Resolution for the appointment of Mr. Sunil as an Independent Director of the Company. The results of the Postal Ballot will be declared on or before July 18, 2025.

ii. Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Uday Kumar Reddy Dasari (DIN: 00003382), Chairman & CEO of the Company, retires 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.

During the year under review, based on the recommendations of NRC:

• Mr. Uday Kumar Reddy Dasari (DIN: 00003382) was re-appointed as a Chairman & Chief Executive Officer ("Chairman & CEO"), by the Board at its meeting held on June 28, 2024, for a term of five(5) years w.e.f. October 01, 2024 , and the said re-appointment was approved by the shareholders of the Company at the 28th Annual General Meeting of the Company held on July 25, 2024.

• Mr. Sanjay Kapoor (DIN: 1973450) was re-appointed as Non-Executive Non-Independent Director, by the Board at its meeting held on June 28, 2024, for a term of two(2) years w.e.f. July 25, 2024, and the said re-appointment was approved by the shareholders of the Company at the 28th Annual General Meeting of the Company held on July 25, 2024.

Further, the members are informed that Mr. Deepak Satyaprakash Goyal (DIN: 01755263), was appointed as WholeTime Director of the Company for a period of five years with effect from September 25, 2020 at the Annual General Meeting held on September 25, 2020 and the said term will expire on September 24, 2025. Therefore, based on the recommendations of NRC, the Board at its meeting held on June 28, 2025 approved re-appointment of Mr. Deepak Satyaprakash Goyal (DIN: 01755263) as an Executive Director of the Company for a further period of five(5) years i.e. from September 25, 2025 to September 24, 2030, subject to approval of shareholders under the applicable provisions of the Companies Act, 2013 read with Listing Regulations at ensuing Annual General Meeting of the Company. Accordingly, resolution is being proposed in the notice of 29th AGM along with an explanatory statement thereof, for approval of members of the Company by passing a special resolution.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 (SS-2) on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be re-appointed are provided as an annexure to the notice convening the AGM.

iii. Retirement

Ms. Amrita Gangotra (DIN: 08333492) and Mr. Rohit Bhasin (DIN: 02478962) retired as Independent Directors on July 25, 2024 due to completion of their term of appointment.

Additionally, Mr. Rahul Khanna (DIN: 07997083) will retire as an Independent Director on July 16, 2025, upon completion of his term of appointment.

The Board placed on record its sincere appreciation for their contribution made to the Company during their tenure. Apart from the above, there have been no changes in the Directors.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2025:

S. No.	Name of the KMP	Designation
1.	Mr. Uday Kumar Reddy Dasari	Founder Chairman & CEO
2.	Mr. Deepak Satyaprakash Goyal	Executive Director
3.	Mr. Abhishek Kumar Jain	Chief Financial Officer
4.	Ms. Seshanuradha Chava	Company Secretary & Compliance Officer

During the year under review, Mr. Viswanathan Aravind resigned as Chief Financial Officer w.e.f. July 31, 2024 and Mr. Abhishek Kumar Jain was appointed as Chief Financial Officer w.e.f. August 01, 2024.

Apart from the above, there have been no changes in the KMPs during the year under review.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1) (b) of the Listing Regulations and are independent from the management. The Independent Directors of the Company hold office till the end of their term of appointment or until completion of 75 years, whichever is earlier.

They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise etc. and that they hold standards of integrity. The Independent Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. 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 exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

Familiarization Program for Independent Directors

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 Companys 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 and 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 of the Independent Directors are available on the website of the Company at https://tanla. azureedae.net/resources/media/imaaes/Policies/Familiarisation Programme for IDs.pdf

Board Meetings

During the year under review, eight(8) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The Company has also ESG council in place.

The details of all the above Committees along with their composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report which forms part of this Integrated 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. The policy forms part of the NRC policy of the company.

As of March 31, 2025, the Board had seven(7) Directors, two(2) of whom are executive directors, one(1) non-executive and non-independent directors and four(4) independent directors including one(1) Woman independent director on the Board.

The details of Board, committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report that forms part of this Integrated 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 policy for determining the remuneration of the Directors, KMPs and other employees is available on our website at https://tanla.azureedge.net/ resources/media/images/Policies/Nomination and Remuneration Policy.pdf

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

Mechanism for Evaluation of the Board

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 Annual Report.

Particulars of Employees and Remuneration

The Company had 992 employees at a Group level as of March 31, 2025. The Company affirms that remuneration paid to the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are enclosed as Annexure 5 to this Report.

The details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, as amended from time-to-time forms part of this report as Annexure 5(i) .

Employee Stock Option Plan

The Company has implemented below Employee Benefit Schemes/Plans:

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

2. TPL Stock Options Scheme 2024

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

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

The Company issued fresh grants under RSU 2021 and TPL Stock Options Scheme 2024.

*The Board of Directors of the Company 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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as Annexure 7 and available on the website of the company at https://www.tanla.com/esop-scheme

Further the certificate from the Secretarial Auditors of the Company certifying that the Companys Stock Option Plan is being implemented in accordance with the under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021and the resolution passed by the Members, is placed on the Companys Website at https://tanla.azureedge.net/ resources/media/images/PostalBoalt/updates/PostalBallotNotice_May192021.pdf and https://tanla.azureedge.net/ resources/media/announcement/SE Postal Ballot Notice 26042024.pdf

Internal Financial Controls

Our Company maintains 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 the proper and efficient conduct 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 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.

Directors Responsibility Statement

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, 2025, 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, 2025 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.

Directors and Officers Insurance (D & O)

In accordance with Regulation 25(10) of the SEBI Listing Regulations, the company maintains Directors and Officers (D&O) insurance to cover Board members, including Independent Directors, for risks and quantum as determined by the Board. This insurance includes provisions to protect directors from personal liability, in line with applicable law, when acting in good faith, within their fiduciary duties, and in the best interests of the company.

Auditors

i. Statutory Auditors

M/s. MSKA & Associates, Chartered Accountants (FRN - 105047W), were re-appointed as statutory auditors of the Company for second term of five(5) years i.e. from the date of 28th Annual General Meeting till the conclusion of 33rd AGM to be held in year 2029, at such remuneration as may be agreed upon between the Auditors and the Board of Directors, in addition to actual out-of-pocket expenses incurred by them for the purpose of audit and the applicable taxes.

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

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

ii. Internal Auditors

During the Year, M/s. Deloitte Touche Tohmatsu India LLP, Chartered Accountants the Internal Auditors of the Company have conducted internal audit and submitted their reports to the Audit Committee of the Company.

iii. 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 has 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 FY25. The Secretarial Audit Report issued by Mr. Mahadev Tirunagari, in form MR-3 is enclosed as Annexure 3 to this Integrated Report.

The Secretarial Audit Reports of Karix Mobile Private Limited and ValueFirst Digital Media Private Limited (material unlisted wholly-owned subsidiary Companies in India) issued by Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 are enclosed as Annexure 3(i) and 3(ii) to this Integrated Annual Report.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report for the financial year 2024-25 from Mr. Mahadev Tirunagari, Secretarial Auditors. The Report has been submitted to the Stock Exchanges where the Companys shares are listed and is enclosed as Annexure 3(iii).

The observations made by the Secretarial Auditor in the Secretarial Audit Report and Annual Secretarial Compliance Report have been duly addressed and complied with by the Company. Except for these, the Reports do not contain any qualification, reservation, adverse remark, or disclaimer from the Secretarial Auditor.

Further, pursuant to the provisions of Regulation 24A (1) & other applicable provisions of the SEBI Listing Regulations, the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on January 21, 2025 have approved, appointment of Mr. Mahadev Tirunagari, Practicing Company Secretary (CP No. 7350) as Secretarial Auditor for a term of 5 (Five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

iv. Cost Audit and Cost Records

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

Secretarial Standards

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 4 to this Integrated Annual Report.

Risk Management

Your Company through its Risk Management Policy periodically assesses the risk elements, mitigates the different kinds of risks which the Company faces in its 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 its 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 Annual Report.

Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company, details regarding CSR Committee and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 6 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as ammended. CSR Policy is available on the Companys website on https://tanla.azureedge.net/resources/media/ images/Policies/csr_policy.pdf

Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on companys website at https://tanla.azureedge.net/resources/media/images/Policies/Code for Insider Trading and Fair Disclosure.pdf

Whistle Blower Policy/ Vigil Mechanism

In terms of the requirement of the Companies Act, 2013 and 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. 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://tanla.azureedge.net/ resources/media/images/Policies/Whistle Blower Policy.pdf

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

Prevention of Sexual Harassment (POSH)

In compliance with provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of woman at the workplace. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company also conducts awareness sessions. During the year under review, no complaints pertaining to sexual harassment of woman employees were reported.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://tanlanewwebsite.blob.core.windows.net/assets/files/annual-retum-24-25.pdf

Corporate Governance

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 Annual Report for the information of the members of the Company.

A certificate from the Secretarial Auditor of the Company Mr. Mahadev Tirunagari, Company Secretary in Practice & Insolvency Professional (CP No. 7350) regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Political Contributions

During the reporting period, our company adhered strictly to a policy of non-engagement in political affairs. Over the past four years, we have not allocated any funds or resources to political campaigns, parties, lobbying entities, or related activities-demonstrating our firm commitment to impartiality and the prevention of potential conflicts of interest.

Alongside our stance on political neutrality, we take pride in our exemplary compliance with legal and regulatory standards governing ethical business conduct. Robust internal monitoring systems and comprehensive compliance mechanisms have ensured that there have been no instances of corruption, discrimination, breaches of customer privacy, conflicts of interest, money laundering, insider trading, or violations of human rights.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of the Company for the year ended March 31, 2025 is presented as a separate section and forms part of this Integrated Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Environmental, Social and Governance (ESG)

Tanlas dedication to sustainability is integrated into every aspect of our operations. Our Environmental, Social, and Governance (ESG) initiatives are essential to our business practices and are prominently featured in this Integrated Annual Report.

Environment: We are committed to reducing our environmental footprint by adopting energy-efficient technologies, promoting circular waste practices, and increasing renewable energy use. Our goal is to minimize carbon emissions and protect biodiversity for a greener tomorrow.

Social: We recognize the importance of contributing positively to the communities where we operate. Our social initiatives focus on giving back through community engagement, supporting education, and promoting health and well-being. Internally, we prioritize the growth and development of our employees by fostering an inclusive, diverse, and empowering workplace culture. We invest in continuous learning, career development, and employee wellness programs, ensuring that our people are equipped and motivated to excel.

Governance:

We embed ESG principles into our business through transparent policies, ethical conduct, and integrated risk management, ensuring responsible decision-making and long-term value for stakeholders.

Investor Education and Protection Fund (IEPF)

As per section 124 and other 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 dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. According to the said Rules, 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 the details of the unclaimed shares transferred to IEPF are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, there have been no significant or material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Disclosure related to Insolvency and Bankruptcy Code, 2016 and One Time Settlement

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2025, 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.

CEO & CFO Certificate

In accordance with the provisions of Regulations 17(8) of the SEBI Listing Regulations, certificate of Chairman & Cheif Executive Officer and Cheif Financial Officer in relation to the Financial Statement of the year ender March 31, 2025, forms part of this Integrated Annual Report.

Cyber Security

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review.

Acknowledgement

Your directors express their sincere 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 the Company.

We acknowledge the invaluable support of all stakeholders, including members, customers, dealers, vendors, financial institutions, banks, and other business partners, throughout the year.

The directors also formally recognize the unwavering dedication and contributions of all employees of the Company, whose commitment and effort have played a crucial role in our achievements.

On behalf of the Board of Directors of

Tanla Platforms Limited

Sd/-

D. Uday Kumar Reddy

Founder Chairman & CEO

(DIN: 00003382)

Place: Hyderabad

Date: June 28, 2025