As on: Jul 02, 2026 01:41 PM
Board's Report
To the Members,
The Board of Directors presents the Company's Thirtieth(30th) Integrated Annual Report and the Company's Audited Financial Statements for the financial year ended March 31, 2026.
Financial Results
Standalone
Consolidated
Particulars
Revenue from operations
Other income
Total Income
Cost of services
Operating expenses
Depreciation
Total Expenses
Profit before tax and exceptional items
Profit before Tax
Less: Tax expense
Profit After Tax
Other Comprehensive Income
Total Comprehensive Income
Attributable to:
Shareholders of the Company
Earnings per Share (EPS)-Basic
Earnings per Share (EPS)-Diluted
Performance Review & Company's State of Affairs
On Standalone basis, Revenue from Operations of the Company amounted to INR 74,433.58 lakhs for FY26 as against INR 85,402.21 in FY25 and a Profit before Tax (PBT) of INR 14,964.76 lakhs for the FY26 has been reported as against INR 32,730.11 lakhs for FY25. After deducting INR 1,073.71 lakhs for income tax, the operations of the Company resulted in a net profit of INR 13,891.05 lakhs for FY26 as against INR 31,439.79 lakhs in FY25.
On Consolidated basis, Revenue from Operations of the Company amounted to INR 4,41,770.64 lakhs for FY26 as against INR 4,02,772.15 lakhs in FY25. The Company has earned a PBT of INR 63,441.57 lakhs for FY26 as against INR 62,730.57 lakhs in FY25. The operations resulted in a net profit of INR 54,883.80 lakhs attributable to the shareholders of the Company in FY26 as against INR 50,766.31 lakhs in FY25.
During the financial year ended March 31, 2026, the Company continued to strengthen its position in the CPaaS and digital communications ecosystem through a strategic shift towards AI-native platforms, sustained focus on innovation, customer-centric solutions and operational excellence. The Company increased its investments in artificial intelligence and intelligent platform capabilities, advancing integration of AI across its product portfolio to deliver greater value across the digital interactions value chain. The Company remained focused on sustainable growth, profitability and long-term value creation for its stakeholders.
Dividend
The Company declared dividend as under:
First Interim Dividend
Second Interim Dividend
Total dividend
The Company has adopted a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which sets out the parameters for declaration and distribution of dividends on the equity shares of the Company. The dividends declared during the year were in accordance with the said Policy. The Company has not declared any final dividend.
The Dividend Distribution Policy is available on the Company's website at
https://tanla.azureedge.net/resources/media/images/Policies/DividendDistributionPolicy.pdf
Transfer to Reserves
During the financial year under review, the Company has not transferred any amount to the General Reserve.
Share Capital
During the year under review, there was no change in the authorized share capital of the Company. 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 year under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company decreased from INR 1,346.17 lakhs to INR 1,326.17 lakhs consequent upon the buyback of shares and extinguishment of 20,00,000 fully paid-up equity shares having a face value of INR 1/- each.
The Board of Directors, at its meeting held on June 16, 2025, approved the buyback of shares up to 20,00,000 fully paid-up equity shares of face value INR 1/- each at a price of INR 875/- per equity share, for an aggregate consideration not exceeding INR 17,500.00 lakhs, subject to approval of the shareholders and other regulatory approvals. The shareholders approved the buyback by way of a Special Resolution on July 16, 2025. The buyback process was completed and closed on August 4, 2025, and the bought-back shares were subsequently extinguished in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018. The paid-up-share capital decreased to INR 13,26,17,359 from INR 13,46,17,359.
March 31, 2026
March 31, 2025
Authorized Equity shares of INR 1/- each
Issued, Subscribed and fully paid-up equity share of INR 1/- each fully paid-up
Buy-back of Equity Shares
During the year under review, the Company completed a buy-back of 20,00,000 fully paid-up equity shares of face value INR 1/- each at a price of INR 875/- per equity share, aggregating to INR 17,500.00 lakhs, through the tender offer route. The buyback was undertaken in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended, and other applicable laws.
Consequent to the buy-back, the paid-up equity share capital of the Company was reduced by INR 20,00,000, representing the nominal value of the equity shares bought back. The paid-up-share capital decreased to INR 13,26,17,359 from INR 13,46,17,359.
An amount equivalent to the nominal value of the equity shares bought back i.e., INR 20 Lakhs has been transferred to the Capital Redemption Reserve (CRR).
The details of the buyback are available on the Company's website at https://www.tanla.com/investor-relations/buyback and in the disclosures made to the stock exchanges.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Integrated Annual Report.
Consolidated Financial Statements
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared the Consolidated Financial Statements for the financial year 2025-26 in accordance with the applicable Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company and its subsidiaries, as approved by their respective Boards of Directors. The audited Consolidated Financial Statements together with the Independent Auditors' Report thereon form 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 this report.
Deposits
During the year under review, the 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 particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to the standalone and consolidated financial statements forming part of 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 in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that could have had a potential conflict with the interests of the Company.
The Company has adopted a Policy on Related Party Transactions to ensure proper identification, approval, monitoring and reporting of related party transactions in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company's website and can be accessed at https://tanla.azureedge.net/resources/media/images/Policies/Policy_on_materiality_of_Related_Party_Transactions.pdf
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosure in Form AOC-2 is not applicable to the Company, as all related party transactions entered into during the year were in the ordinary course of business and on an arm's length basis.
Subsidiaries, Joint Ventures and Associates
As on March 31, 2026, the Company had 5 subsidiaries and 12 step-down subsidiaries (including LLP). There was no material change in the nature of business carried out by the subsidiaries during FY26.
During FY26, the following overseas entities were incorporated by the Company's wholly owned subsidiary companies:
(i) Karix Mobile LLC, in the Kingdom of Saudi Arabia on June 19, 2025, as a subsidiary of Karix Mobile Private Limited; and
(ii) Karix Brasil LTDA, in Brazil on January 9, 2026, as a subsidiary of Karix Mobile FZ LLC.
Consequently, both entities became step-down subsidiaries of the Company.
During FY26, Gamooga Softtech Private Limited (Transferor) was merged with its holding company, Karix Mobile Private Limited (Transferee), pursuant to a Scheme of Arrangement. The Regional Director, South East Region, Hyderabad, issued an order dated November 24, 2025 approving the Scheme of Arrangement for the merger of Gamooga Softtech Private Limited with Karix Mobile Private Limited. The said order was received by the Transferor and Transferee Companies on November 27, 2025.
The Company does not have any associate or joint venture company within the meaning of the Companies Act, 2013.
Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries, including the changes, if any, during FY26, is provided in Form AOC-1 and forms part of this Board's Report as Annexure 1.
Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder, the audited financial statements of the Company's subsidiary companies are available on the Company's website at https://www.tanla.com/investor-relations/ annual-reports.
Directors and Key Managerial Personnel
The composition of the Board of Directors as on March 31, 2026, is as follows:
Sr. No.
Name of Director's
Category
Designation
1.
Mr. Uday Reddy
Executive
Founder Chairman & CEO
2.
Mr. Deepak Satyaprakash Goyal
Whole-time Director
3.
Dr. Ram Sewak Sharma
Non-Executive
Independent Director
4.
Mr. Sunil Bhumralkar
5.
Mr. Frangois Ortalo-Magne
6.
Ms. Naiyya Saggi
7.
Dr. Sanjay Kapoor
Non-Executive Director
Directors
As on March 31, 2026, the Company has seven 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.
i. Appointment
During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sunil Ramakant Bhumralkar (DIN: 00177658) as an Additional Director (Independent Director category) of the Company with effect from June 16, 2025, pursuant to the provisions of Section 161(1) and other applicable provisions of the Companies Act, 2013.
The Board further recommended his appointment as an Independent Director of the Company for a first term of five consecutive years from June 16, 2025 to June 15, 2030. The appointment was approved by the shareholders of the Company by way of a Special Resolution passed through postal ballot on July 16, 2025, pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ii. Re-appointment
Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Satyaprakash Goyal (DIN: 01755263), Director of the Company, retires by rotation at the 30th Annual General Meeting ("AGM") and, being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended his reappointment for the approval of the shareholders at the ensuing AGM.
In compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013, the brief profile and other requisite details of the Director seeking re-appointment is provided in the Notice convening the ensuing Annual General Meeting.
iii. Retirement
Mr. Rahul Khanna (DIN: 07997083), retired as an Independent Director of the Company, upon completion of his first term as an Independent Director on July 16, 2025.
Dr. Sanjay Kapoor (DIN: 01973450) was appointed as a Non-Executive Director of the Company by the shareholders at the AGM held on July 25, 2024, for a term of two years commencing from July 25, 2024. Accordingly, his current term will expire on July 24, 2026. Dr. Kapoor has informed the Company of his decision not to seek re-appointment and, therefore, he will cease to be a Director of the Company with effect from July 24, 2026, upon completion of his current term.
The Board places on record its sincere appreciation for the valuable guidance, counsel and contributions made by Mr. Khanna and Dr. Kapoor during their respective tenures with the Company.
Apart from the above, there have been no changes in the Directors.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2026:
S. No.
Name of the KMP
Founder Chairman & Chief Executive Officer
Mr. Anubhav Batra
Chief Financial Officer
Ms. Seshanuradha Chava
Company Secretary & Compliance Officer
During the year under review, Mr. Abhishek Kumar Jain resigned as Chief Financial Officer of the Company with effect from July 27, 2025. Subsequently, Mr. Anubhav Batra was appointed as Chief Financial Officer of the Company with effect from July 28, 2025.
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 Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience and integrity and are independent of the management. They have also confirmed compliance with applicable codes and regulations.
Familiarization Program for Independent Directors
The Company has put in place a familiarization programme for its Independent Directors to enable them to understand the Company, its business operations and the senior management. During the year under review, the Independent Directors were familiarized with the Company's business, operations and regulatory environment through periodic presentations at Board meetings covering business performance, future plans, budgets, key challenges, risks and opportunities, as well as relevant legal and regulatory updates.
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization programme for Independent Directors are available on the Company's website at https://tanla.azureedge.net /resources/media/images /Policies/Familiarisation_Programme_for_IDs.pdf
Board Meetings
During the year under review, seven Board Meetings were convened and held. The details thereof are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Committees of the Board
The Board of Directors has constituted 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 details of the composition, number of meetings held and attendance at the meetings of the above Committees are provided in the Corporate Governance Report forming part of this Integrated Annual Report.
Company's Policy on Directors' appointment and remuneration
The Company has adopted a Nomination and Remuneration Policy which ensures an appropriate mix of executive, non-executive and independent directors on the Board, thereby maintaining its independence and separating governance from management functions.
As on March 31, 2026, the Board comprised seven (7) directors, including two (2) executive directors, one (1) non-executive nonindependent director and four (4) independent directors, including one-woman independent director.
The Nomination and Remuneration Committee Policy lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of directors and also governs the remuneration framework for directors, key managerial personnel, senior management and other employees.
Details of the Board and committee composition, tenure of directors and areas of expertise are provided in the Corporate Governance Report forming part of this Integrated Annual Report.
The Nomination and Remuneration Policy is available on the Company's website at
https://tanla.azureedge.net/resources/media/images/Policies/Nomination_and_Remuneration_Policy.pdf.
The Company affirms that all appointments and re-appointments of directors during the year were made in accordance with the said Policy.
Performance Evaluation
The criteria and process for evaluation of the performance of the Board of Directors and its Committees have been detailed in the Corporate Governance Report forming part of this Integrated Annual Report. The evaluation is carried out annually to assess the effectiveness of the Board, its Committees and individual Directors, and to identify areas for improvement, thereby strengthening overall governance and decision-making processes.
Particulars of Employees and Remuneration
The Tanla Group had 1,043 employees as on March 31, 2026. The Company affirms that the remuneration paid to its Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.
The ratio of remuneration of each Director to the median remuneration of employees and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 5, forming part of this Report.
The particulars of employees and related disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report.
In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Integrated Annual Report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining a copy of the same may write to the Company at investorhelp@tanla.com.
Employee Stock Option Plan
The Company has implemented the following employee share-based benefit schemes:
1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)
2. TPL Stock Options Scheme 2024
The TPL Stock Options Scheme 2024 is administered and monitored by the Nomination and Remuneration Committee through the TPL ESOP Trust.
The disclosures relating to the employee share-based benefit schemes, as required under the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are provided in Annexure 7 forming part of this Report.
A certificate from the Secretarial Auditor certifying that the Company's employee share-based benefit schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the Members is annexed to this Report as Annexure 7(i).
The details of the aforesaid schemes are available on the Company's website at https://www.tanla.com/esop-scheme.
Internal Financial Controls
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The effectiveness of the internal financial control framework is reviewed through internal audits, management reviews and oversight by the Audit Committee. The Statutory Auditors and Internal Auditors periodically present their observations on the adequacy and effectiveness of internal financial controls to the Audit Committee, which in turn reviews the same and provides appropriate recommendations to the Board.
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 accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgements 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 on March 31, 2026 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')
Pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Directors and Officers (D&O) Liability Insurance Policy for the benefit of its Directors, including Independent Directors, covering such risks and for such quantum as determined by the Board of Directors.
Auditors
i. Statutory Auditors
M/s. M S K A & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/W101187), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 28th Annual General Meeting ("AGM") until the conclusion of the 33rd AGM of the Company, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors, in addition to reimbursement of out-of-pocket expenses and applicable taxes.
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.
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 under review, M/s. Deloitte Touche Tohmatsu India LLP, Chartered Accountants, acted as the Internal Auditors of the Company and submitted their reports to the Audit Committee on a periodic basis.
Upon completion of their tenure, the Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, appointed M/s. Ernst & Young LLP, Hyderabad, as the Internal Auditors of the Company for a term of two years covering FY27 and FY28.
iii. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Mr. Mahadev Tirunagari, Practising Company Secretary and Insolvency Professional (CP No. 7350), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY26 to FY30 at the 29th Annual General Meeting held on July 23, 2025.
The Secretarial Audit Report for the financial year ended March 31, 2026, in Form MR-3, is annexed to this Report as Annexure 3.
The Secretarial Audit Reports of Karix Mobile Private Limited and ValueFirst Digital Media Private Limited, material unlisted wholly owned subsidiaries of the Company, issued by the Secretarial Auditor in Form MR-3, are enclosed as Annexure 3(i) & 3 (ii) to this Integrated Annual Report.
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for FY26 issued by the Secretarial Auditor has been submitted to the Stock Exchanges and is annexed to this Integrated Annual Report as Annexure 3(iii).
The observations made by the Secretarial Auditor in the Secretarial Audit Report and the Annual Secretarial Compliance Report have been duly addressed by the Company. Except for these, the said Reports do not contain any qualification, reservation, adverse remark or disclaimer.
iv. Cost Audit and Cost Records
The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records and cost audit are not applicable to the Company.
Secretarial Standards
The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure 4 forming part of this Integrated Annual Report.
Risk Management
The Company maintains a structured approach to identifying, assessing, and mitigating risks across its operations and strategic priorities. The framework covers key risk categories including market dynamics, technology and platform risks, regulatory developments, cybersecurity and data protection, and foreign exchange exposure. Risks are prioritised through a risk-based action matrix, with the Audit Committee and Board reviewing the risk landscape periodically. For further details, refer to the Risk Management section of this Integrated Annual Report.
As on the date of this Integrated Annual Report, the Board is not aware of any material risks that may threaten the existence of the Company.
Corporate Social Responsibility (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, composition of the CSR Committee and the initiatives undertaken during the year are provided in Annexure 6 to this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
The CSR Policy is available on the Company's website at
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 is available on company's website at https://tanla.azureedge.net/ resources/media/images/Policies/Code_for_Insider_Trading_and_Fair_Disclosure.pdf _
Whistle Blower Policy/ Vigil Mechanism
Pursuant to the provisions of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns. The Policy provides adequate safeguards against victimization and ensures direct access to the Chairman of the Audit Committee in appropriate cases. During the year under review, no whistle blower complaints were received, and no person was denied access to the Chairman of the Audit Committee.
The Policy is available on the Company's website and can be accessed at https://tanla.azureedge.net/resources/media/images/Policies/Whistle_Blower_Policy.pdf
Prevention of Sexual Harassment ('POSH')
The Company has adopted a policy on prevention of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Complaints Committee for redressal of complaints. The Company conducts awareness and sensitization programmes to promote a safe, secure and respectful work environment.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Number of complaints filed during the financial year
Number of complaints disposed of during the financial year
Number of complaints pending for more than ninety days
During the year under review, one complaint pertaining to sexual harassment was received and resolved by the Internal Complaints Committeewithin 90 days, in accordance with the timelines prescribed under the Act. No complaint remained pending as on March 31, 2026.
Compliance under the Maternity Benefit Act, 1961
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961, as amended from time to time.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2026 is available on the Company's website at https://www.tanla.com/investor-relations/annual-reports.
The Annual Return for the financial year ended March 31, 2026 shall be made available on the Company's website upon filing with the Ministry of Corporate Affairs (MCA).
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 this Integrated 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 Integrated Annual Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026 forms part of this Integrated Annual Report.
Environmental, Social and Governance (ESG)
The Company remains committed to integrating Environmental, Social and Governance (ESG) principles into its business strategy and operations.
On the environmental front, the Company focuses on improving resource efficiency, promoting responsible waste management practices and reducing its environmental footprint. Through its social initiatives, the Company contributes to community development and employee well-being by fostering an inclusive, diverse and engaging workplace and supporting initiatives in the areas of education, health and community welfare.
The Company's governance framework is founded on ethical business practices, transparency, accountability and effective risk management, enabling responsible decision-making and sustainable value creation for all stakeholders.
Further details on the Company's ESG initiatives and performance are provided in this Integrated Annual Report, including the Business Responsibility and Sustainability Report (BRSR).
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, dividends remaining unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund (IEPF). Further, shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority.
During the year under review, the Company transferred the unpaid/unclaimed dividends and the corresponding shares to the IEPF Authority in compliance with the applicable provisions. Details of the unclaimed dividends and shares transferred to the IEPF are provided in the Corporate Governance Report 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 with Bank/ Financial Institution.
Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026, 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 Regulation 17(8) of the SEBI Listing Regulations, certificate of Chairman & Chief Executive Officer and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2026, 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/-
Uday Reddy
(DIN: 00003382)
Place: Hyderabad
Date: June 23, 2026.
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